Anda di halaman 1dari 451

KIP REIT-

KIP REAL ESTATE INVESTMENT TRUST

"-
(A REAL ESTATE INVESTMENT TRUST CONSTITUTED IN MALAYSIA UNDER THE DEED DATED
2 NOVEMBER 20 16 AN D REGISTERED WITH THE SECURITIES COMMISSION MALAYSIA ON 4
NOVEMBER 2016, ENTERED INTO BETWEEN KIP REIT MANAGEMENT SDN BHD (1169638-M)
"'tI ("MANAGER") AND PACIFIC TRUSTEES BERHAD (31 7001 - A) ("TRUSTEE"), BOTH COMPANIES
:xl INCORPORATED IN MALAYSIA UNDER THE COMPANIES ACT, 1965)
m

r-
INITIAL PUBLIC OFFERING OF 234,150,000 OFFER UNITS IN KIP REIT ("UNITS")
COMPRISING ISSUANCE OF:

m (I) 220,650,0000FFER UNITS MADE AVAILABLE FOR APPLICATION BY MALAYSIAN


en INSTITUTIONAL INVESTORS AND SELECTED INVESTORS, INCLUDING

~ BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL


TRADE AND INDUSTRY, AT THE INSTITUTIONAL PRICE BEING THE PRICE PER

~
Managed by;
UNIT PAYABLE BY THE INVESTORS WHICH WILL BE DETERMINED BY WAY OF
KIP REIT MANAGEMENT SON BHO BOOKBUILDING (" INSTITUTIONAL PRICE"); AND
11169638-M)
m
Unit B-6, Block B, Tingkat 6, Menara KIP
No.1, Jalan Seri Ulara 1
Sri Utara Off Jalan Ipoh
-z< (II) 13,500,000 OFFER UNITS MADE AVAILABLE FOR APPLICATION BY THE
MALAYSIAN PUBLIC, THE ELIGIBLE DIRECTORS AND EMPLOYEES OF THE
MANAGER, THE VENDORS AND ELIGIBLE ASSOCIATE COMPANIES OF THE
68100 Kuala Lumpur m PROMOTERS AT THE RETAIL PRICE OF [ . j PER UNIT PAYABLE BY APPLICANTS

KIP REIT- en ("RETAIL PRICE");


Tel: +60362520888 --I
Fax: +603 6258 6619
s::
m
SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISION IN CONNECTION
WITH THE LISTING OF AND QUOTATION FOR 505,300,000 UNITS IN KIP REIT ON
www . kipreit . com . my THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD.
Z
--I THE RETAIL PRICE IS PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO
REFUND OF THE DIFFERENCE, IN THE EVENT THAT THE FINAL RETAIL PRICE IS
--I LESS THAN THE RETAIL PRICE. THE FINAL RETAIL PRICE WILL BE EQUAL TO THE

~
:xl LOWER OF:

Mart. Ma c::
en
KIP
T KIP I I(IPmALL
--I
(I)
(II)
THE RETAIL PAICE OF RM[ ) PER UNIT; AND
THE INSTITUTIONAL PRICE.

Manager Principal Adviser, Underwriter Trustee


and Bookrunner

(~
KIPREIT"
g CIMB
C Trustees

KIP REIT Management Sdn Bhd CIMB Investment Bank Bemad (18417-M) Pacific Trustees Berhad
(Company Number: 1169638M) (II Participaung Organisation 01 Bursa Malaysia SecOJflIles Bema<!) (Company Number. 317001f<J

INVESTOR S ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THI S PROSPECTU S. IF IN DOUBT, PLEASE CONSULT
A PROFESSIONAL ADVISER.

FOR INFORMATION CONCERNING CERTA IN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS,
SEE SECTION 5 " RI SK FACTORS" OF THIS PROSPECTUS.

THIS PROSPECTUS IS DATED [ 1


AND EXPIRES ON [ I
All terms used are defined under "Definitions" and "Presentation of Financial, Market, Industry and Other
Information" commencing on pages xi and xix of this Prospectus respectively.

RESPONSIBILITY STATEMENTS

This Prospectus has been reviewed and approved by the Directors and they collectively and individually
accept full responsibility for the accuracy of the information. Having made all reasonable enquiries, they
confirm to the best of their knowledge and belief, that there are no false or misleading statements, or
omission of other facts which would make any statement in this Prospectus false or misleading. Each of
the Directors accepts full responsibility for the Profit Forecasts included in this Prospectus and confirms
that the Profit Forecasts have been prepared based on the assumptions made.

CIMB, being the Principal Adviser, the Underwriter and the Bookrunner acknowledges that, based on all
available information, and to the best of their knowledge and belief, this Prospectus constitutes a full and
true disclosure of all material facts concerning the Offering and are satisfied that the Profit Forecasts (for
which the Directors are fully responsible) prepared for inclusion in this Prospectus have been stated by
the Directors after due and careful inquiry and have been duly reviewed by the Reporting Accountants.

STATEMENTS OF DISCLAIMER

The SC has approved the issue of, offer for subscription or purchase, or issue of an invitation to
subscribe for or purchase Units in respect of the Offering and a copy of this Prospectus has been
registered with the SC.

The approval of the Offering, and registration of this Prospectus, should not be taken to indicate that the
SC recommends KIP REIT or assumes responsibility for the correctness of any statement made, opinion
expressed or report contained in this Prospectus.

The SC is not liable for any non-disclosure on the part of the Manager and takes no responsibility for the
contents in this Prospectus. The SC makes no representation on the accuracy or completeness of this
Prospectus, and expressly disclaims any liability whatsoever arising from, or in reliance upon, the whole
or any part of its contents. .

The valuation approved or accepted by the SC shall only be utilised for the purpose of the proposals, in
relation to the Listing of KI P REIT, submitted to and approved by the SC, and shall not be construed as
an endorsement by the SC on the value of the Subject Properties for any other purpose.

INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS
OF THE INVESTMENT. IF INVESTORS ARE UNABLE TO MAKE THEIR OWN EVALUATION, THEY
ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS.

Admission to the Official List on the Main Market is not to be taken as an indication of the merits of the
invitation, KIP REIT or of its Units.

NOTICE TO INVESTORS AND ADDITIONAL STATEMENTS

Investors should note that they may seek recourse under the CMSA for breaches of securities laws and
regulations including any statement in this Prospectus that is false, misleading, or from which there is a
material omission; or for any misleading or deceptive act in relation to this Prospectus or the conduct of
any other person in relation to KIP REIT.

Securities listed on Bursa Securities are offered to the public premised on full and accurate disclosure of
all material information concerning the issue for which any person set out in Section 236 of the CMSA,
e.g. directors and advisers, are responsible.

Bursa Securities' approval for the admission of all the Units to be issued to the Official List of the Main
Market and for the listing of and quotation for all the Units to be issued pursuant to the Listing was
obtained on 8 December 2016.
Investors should note that any agreement by the Underwriter to underwrite the Units under the Retail
Offering is not to be taken as an indication of the merits of the Units being offered.

This Prospectus has not been and will not be made to comply with the laws of any jurisdiction other than
Malaysia, and has not been and will not be lodged, registered or approved pursuant to or under any
applicable securities or equivalent legislation or with or by any regulatory authority or other relevant body
of any jurisdiction other than Malaysia.

The Manager will not, prior to acting on any acceptance in respect of the Offering, make or be bound to
make any inquiry as to whether investors have a registered address in Malaysia and will not accept or be
deemed to accept any liability in relation thereto whether or not any inquiry or investigation is made in
connection therewith. It shall be the investors' sole responsibility if they are or may be subject to the laws
of countries or jurisdictions other than Malaysia to consult their legal and/or other professional advisers
as to whether the Offering would result in the contravention of any laws of such countries or jurisdictions.

Further, it shall also be the investors' sole responsibility to ensure that their applications for the Offering
would be in compliance with the terms of the Offering and would not be in contravention of any laws of
countries or jurisdictions other than Malaysia to which they may be subjected. The Manager will further
assume that investors have accepted the Offering in Malaysia and will at all applicable times be
subjected only to the laws of Malaysia in connection therewith.

However, the Manager reserves the right, in its absolute discretion, to treat any acceptance as invalid if
the Manager believes that such acceptance may violate any law or applicable legal or regUlatory
reqUirements.

No action has been or will be taken to ensure that this Prospectus complies with the laws of any
countries or jurisdictions other than the laws of Malaysia. The Manager, the Promoters, the Principal
Adviser, the Underwriter and the Bookrunner shall not accept any responsibility or liability in the event
that any application made by investors shall become illegal, unenforceable, voidable or void in any
country or jurisdiction.

This Prospectus is published solely in connection with the Offering. The Units being offered in the
Offering are offered solely on the basis of the information contained and representations made in this
Prospectus. The Promoters, the Manager, the Principal Adviser, the Underwriter and the Bookrunner
have not authorised anyone to provide any information or to make any representation not contained in
this Prospectus. Any information or representation not contained in this Prospectus must not be relied
upon as having been authorised by the Manager, the Promoters, the Principal Adviser, the Underwriter
and the Bookrunner, or any of their respective directors or any other persons involved in the Offering. If
anyone provides investors with different or inconsistent information, investors should not rely upon it.
Neither the delivery of this Prospectus nor any offer, subscription, sale or transfer made hereunder shall
under any circumstances imply that the information herein is correct as of any date subsequent to the
date hereof or constitute a representation that there has been no change or development reasonably
likely to involve a material adverse change in the affairs, conditions and prospects of KIP REIT, the
Manager or the Units since the date of this Prospectus. Investors should take notice of such
announcements and documents and upon release of such announcements and documents shall be
deemed to have notice of such changes. Unless required by applicable laws, and save as provided in the
responsibility statement of the Directors as set out in this Prospectus, no representation, warranty or
covenant, express or implied, is made by any of KIP REIT, the Manager, the Promoters, the Principal
Adviser, the Underwriter and the Bookrunner or any of their respective affiliates, directors, officers,
employees, agents, representatives or advisers as to the accuracy or completeness of the information
contained herein, and nothing contained in this Prospectus is, or shall be relied upon as, a promise,
representation or covenant by any of KIP REIT, the Manager, the Promoters, the Principal Adviser, the
Underwriter or the Bookrunner or their respective affiliates, directors, officers, employees, agents,
representatives or advisers.

ii
None of KIP REIT, the Manager, the Promoters, the Principal Adviser, the Underwriter and the
Bookrunner or any of their respective affiliates, directors, officers, employees, agents, representatives or
advisers is making any representation or undertaking to any purchaser or subscriber of Units regarding
the legality of an investment by such purchaser or subscriber under appropriate legal, investment or
similar laws. In addition, investors in the Units should not construe the contents of this Prospectus as
legal, business, financial or tax advice. Investors should be aware that they may be required to bear the
financial risks of an investment in the Units for an indefinite period of time. Investors should consult their
own professional advisers as to the legal, tax, business, financial and related aspects of an investment in
the Units.

The distribution of this Prospectus and the offering, subscription, purchase, sale or transfer of the Units in
certain jurisdictions may be restricted by law. KIP REIT, the Promoters, the Manager, the Principal
Adviser, the Underwriter and the Bookrunner require persons into whose possession this Prospectus
comes to inform themselves about and to observe any such restrictions at their own expense and without
liability to KIP REIT, the Promoters, the Manager, the Trustee, the Principal Adviser, the Underwriter and
the Bookrunner. This Prospectus does not constitute, and the Promoters, the Manager, the Principal
Adviser, the Underwriter and the Bookrunner are not making, an offer of, or an invitation to subscribe for
or purchase, any of the Units in any jurisdiction in which such offer or invitation would be unlawful.
Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person,
reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever
nor permit or cause the same to occur.

This Prospectus is available from Bursa Securities' website at www.bursamalaysia.com.

This Prospectus has been prepared in the context of an initial public offering under the laws of Malaysia.

ELECTRONIC PROSPECTUS

The contents of the electronic copy of this Prospectus and the copy of this Prospectus registered with the
SC are the same. Prospective investors may obtain a copy of the Electronic Prospectus from the
websites of Affin Bank Berhad at www.affinOnline.com. Affin Hwang Investment Bank Berhad at
trade.affinhwang.com, CIMB Investment Bank Berhad at www.eipocimb.com. CIMB Bank Berhad at
www.cimbclicks.com.my, Malayan Banking Berhad at www.maybank2u.com.my, Public Bank Berhad at
www.pbebank.com or RHB Bank Berhad at www.rhbgroup.com.

The internet is not a fully secured medium. The internet application for the Units may be subject to risks
in data transmission, computer security threats such as viruses, hackers and crackers, faults with
computer software and other events beyond the control of the Internet Participating Financial Institutions.
These risks cannot be borne by the Internet Participating Financial Institutions. If investors doubt the
validity or integrity of an Electronic Prospectus, investors should immediately request from the Manager
or the Issuing House, a paper or printed copy of this Prospectus. If there is any discrepancy between the
contents of the Electronic Prospectus and the paper or printed copy of this Prospectus, the contents of
the paper or printed copy of this Prospectus which are identical to the copy of the Prospectus registered
with the SC shall prevail.

In relation to any reference in this Prospectus to third party internet sites (referred to as "third party
internet sites"), whether by way of hyperlinks or by way of description of the third party internet sites,
investors acknowledge and agree that:

(i) each of the Promoters, the Manager, the Principal Adviser, the Underwriter and the Bookrunner
does not endorse and is not affiliated in any way with third party internet sites. Accordingly, each
of the Promoters, the Manager, the Principal Adviser, the Underwriter and the Bookrunner is not
responsible for the availability of, or the contents or any data, files or other material provided on
third party internet sites. Investors bear all risks associated with the access to or use of third
party internet sites;

iii
Oi) each of the Promoters, the Manager, the Principal Adviser, the Underwriter and the Bookrunner
is not responsible for the quality of products or services of third party internet sites, particularly in
fulfilling any terms of agreements with third party internet sites. Each of the Promoters, the
Manager, the Principal Adviser, the Underwriter and the Bookrunner is also not responsible for
any loss or damage or cost that investors may suffer or incur in connection with or as a result of
dealing with the third party internet sites or the use of or reliance on any data, file or other
material provided by such parties; and

(iii) any data, file or other material downloaded from third party internet sites is done at investors'
own discretion and risk. Each of the Promoters, the Manager, the Principal Adviser, the
Underwriter and the Bookrunner is not responsible, liable or under obligation for any damage to
investors' computer systems or loss of data resulting from the downloading of any such data,
information, files or other material.

Where an Electronic Prospectus is hosted on any of the websites of the Internet Participating Financial
Institutions, investors are advised that:

(i) the Internet PartiCipating Financial Institutions are only liable in respect of the integrity of the
contents of an Electronic Prospectus to the extent of the contents of the Electronic Prospectus on
the web servers of the Internet PartiCipating Financial Institutions which may be viewed via the
investors' web browser or other relevant software. The Internet PartiCipating Financial Institutions
are not responsible for the integrity of the contents of an Electronic Prospectus which has been
obtained from the web servers of the Internet PartiCipating Financial Institutions and
subsequently communicated or disseminated in any manner to investors or other parties; and

(ii) while all reasonable measures have been taken to ensure the accuracy and reliability of the
information provided in an Electronic Prospectus, the accuracy and reliability of an Electronic
Prospectus cannot be guaranteed because the internet is not a fully secured medium.

The Internet Participating Financial Institutions are not liable (whether in tort or contract or otherwise) for
any loss, damage or costs, investors or any other person may suffer or incur due to, as a consequence of
or in connection with any inaccuracies, changes, alterations, deletions or omissions in respect of the
information provided in an Electronic Prospectus which may arise in connection with or as a result of any
fault with the web browsers or other relevant software, any fault on investors' or any third party's personal
computers, operating system or other software, viruses or other security threats, unauthorised access to
information or systems in relation to the websites of the Internet Participating Financial Institutions,
and/or problems occurring during data transmission which may result in inaccurate or incomplete copies
of information being downloaded or displayed on investors' personal computers.

iv
INDICATIVE TIMETABLE

An indicative timetable for the Offering is set out below:

Date and time(1) Event

[el 10.00 a.m. Opening date and time for the Retail Offering
[e] Opening date of the Institutional Offering
[e) 5.00 p.m. Closing date and time for the Retail Offering
[e) Closing date of the Institutional Offering
[el Price Determination Date
[e) Balloting of applications for Offer Units pursuant to the Retail Offering for
the Malaysian Public portion
[e] Allotment of Offer Units to successful applicants
[e] Listing of KIP REIT on the Main Market

Note:
(1)
The above timetable is indicative only and is subject to change. The Institutional Offering will open and close at
the dates stated above or such other daters) as the Manager and the Bookrunner may mutually decide in their
absolute discretion. The application for the Offer Units offered under the Retail Offering will open and close at
the dates stated above or such other daters) as the Manager and the UndelWriter may mutually decide in their
absolute discretion.

If either the Institutional Offering or the Retail Offering is extended, the Price Determination Date and
dates for the balloting, allotment of Offer Units and Listing will be extended accordingly. Any extension of
the abovementioned dates will be announced by way of advertisement in a widely circulated Bahasa
Malaysia daily newspaper and English daily newspaper within Malaysia.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

v
TABLE OF CONTENTS

DEFINITIONS .................................................................................................................................. xi
PRESENTATION OF FINANCIAL, MARKET, INDUSTRY AND OTHER INFORMATION........... xx
FORWARD-LOOKING STATEMENTS .......................................................................................... xxii
CORPORATE DIRECTORy............................................................................................................ xxiii
INFORMATION SUMMARy ................................................... ,............ " .. ' ... " ............ ,............... ,.,... 1
OVERVIEW OF KIP REIT ................ ,.................................................................................. ,',......... 1
SUMMARY OF KIP REIT ................ ,........ ,........................................................... ,..... ,.................... 3
STRUCTURE OF KIP REIT ................................................ ,.............................. ,............................. 6
OVERVIEW OF THE SUBJECT PROPERTIES ............................................................................. 7
COMPETITIVE STRENGTHS AND INVESTMENT HIGHLIGHTS................................................. 12
PRINCIPAL STATISTICS RELATING TO THE OFFERING........................................................... 16
FINANCIAL HIGHLIGHTS ............................................................ ,....... ........ ..................... .............. 18
RISK FACTORS ....... ,....... ,.. ,', .... ,., .. " ... "., ... " ..... ,.. ,............. ,... ,.,', .. ,................................................ 24
FEES AND CHARGES ............................. ,...................................................................................... 27
1. DETAILED INFORMATION ON KIP REIT.............................................................................. 30
1.1 OVERVIEW OF KIP REIT ............................................................................................. 30
1.2 STRUCTURE OF KIP REIT........................................................................................... 30
1.3 STRATEGIES ......................................... ,...................................................................... 31
1.4 INVESTORS' PROFILE ....................................................................................,............ 35
1.5 PERFORMANCE BENCHMARK, ............... ,.. ,.. ,............................................................ 35
1.6 DISTRIBUTION POLICY ......................................................... ,................... ,................. 36
1.7 VALUATION POLICY .. ,............ ,........... ,........................................................................ 36
1.8 BORROWING LIMITATIONS AND GEARING POLiCy............................................... 37
1.9 INTELLECTUAL PROPERTy ....... ,............. ,....................... ,.......................................... 37
2. BUSINESS AND SUBJECT PROPER1IES .................................... ,.... ,........................ ,......... 39
2.1 ACQUISITIONS BY KIP REIT .. ....... .......... .......... ........................... ............................... 40
2.2 OVERVIEW OF THE SUB,IECT PROPERTIES ........................................................... 41
2.3 COMPETITIVE STRENGTHS AND INVESTMENT HIGHLIGHTS............................... 49
2.4 INDEPENDENT PROPERTY MARKET REPORT ............................ ...................... ...... 53
2.5 VALUATION POLICiES................................................................................................. 54
2.6 KIP I\I1ART TAMPOI....................................................................................................... 55
2.7 KIP MART KOTA TINGGI.............................................................................................. 59
2.8 KIP MART MASAI.......................................................................................................... 63
2.9 KIP MART LAVENDER SENAWANG ........................................................................... 67
2.10 KIP MART MELAKA.................................................................. ............... 71
2.11 KIP MALL BANGI... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...... ... ... ...... ... ..... 75
2.12 TENANCY MANAGEMENT ........................................................................................ ,.. 78
2.13 INSURANCE.................................................................................................................. 79

vi
2.14 FIRE PROTECTION ..................... ,., ............... ,.... ,........................................................ . 79
2.15 RETAIL PROPERTY COMPETITION ......................................................................... .. 79
2.16 CAPITAL EXPENDITURE ............................................................................................ . 79
2.17 LEGAL PROCEEDINGS .............................. ,., ............................................................. .. 79
3. PARTICULARS OF THE OFFERING ..................................................................................... 80
3.1 INTRODUCTION ........................................................................................................... 80
3.2 TOTAL FUND SIZE AND UNITS TO BE ISSUED ....................................................... . 81
3.3 PURPOSE OF THE OFFERING ................................................................................. .. 81
3.4 DETAILS OF THE OFFERING .................................................................................... .. 81
3.5 INDICATIVE TIMETABLE ........... ,.................................................................................. 84
3.6 BASIS OF DETERMINING THE PRICE OF THE OFFER UNITS .............................. .. 84
3.7 LISTING SCHEME ....................................................................................................... . 86
3.8 REIT FINANCiNG .......................................................................................................... 87
3.9 UTILISATION OF PROCEEDS ................................................................................... .. 88
3.10 BROKERAGE, COMMISSIONS AND OTHER FEES AND CHARGES ...................... .. 88
3.11 SALIENT TERMS OF THE RETAIL UNDERWRITING AGREEMENT ....................... .. 89
3.12 LOCK-UP ARRANGEMENTS ..................................................................................... .. 93
3.13 TRADING ON THE MAIN MARKET AND SETTLEMENT IN THE SECONDARY
94
MARKET ........................................................................................................................
4. FINANCIAL INFORMATION ................................................................................................... 95
4.1 PRO FORMA STATEMENT OF FINANCIAL POSITION ............................................ .. 95
4.2 CAPITALISATION AND INDEBTEDNESS ................................................................... . 98
4.3 PRO FORMA NET PROPERTY INCOME ................................................................... . 98
4.4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
100
AND RESU LTS OF OPERATIONS ...............................................................................
4.5 PROFIT FORECASTS ................................................................................................... 115
5. RISK FACTORS ...................................................................................................................... 130
5.1 RISKS RELATING TO THE SUBJECT PROPERTIES ............................................... .. 130
5.2 RISKS RELATING TO KIP REIT'S OPERATIONS ..................................................... .. 136
5.3 RISKS RELATING TO AN INVESTMENT IN THE UNITS ........................................... . 145
6. THE MANAGER ............................................................................................................ ,....... .. 151
6.1 CORPORATE INFORMATION ...................................................................................... 151
6.2 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE MANAGER ..................... . 151
6.3 CORPORATE STRUCTURE OF THE MANAGER ..................................................... .. 154
6.4 DIRECTORS OF THE MANAGER ...... .......................... .. ......................................... .. 155
6.5 MANAGEMENT TEAM OF THE MANAGER ......................................... " .................... . 162
6.6 MANAGEMENT FEES ...................................................................... " ......................... . 166
6.7 OUTSOURCING OF THE REGISTRAR FUNCTION .............................. " .. " ............... . 169
6.8 OUTSOURCING OF THE INTERNAL AUDIT FUNCTION ............................. " .......... .. 171

vii
6,9 OUTSOURCING OF COMPANY SECRETARIAL FUNCTION .................................... . 172
6.10 UNITHOLDINGS OF THE PROMOTERS. SUBSTANTIAL SHAREHOLDERS,
DIRECTORS AND KEY MANAGEMENT PERSONNEL OF THE MANAGER IN 173
KIP REIT .................................... ,.............. ,.......................... ,................................ ,....... .
6.11 RETIREMENT, REMOVAL AND REPLACEMENT OF THE MANAGER ................... .. 173
6.12 RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST ................... .. 174
6.13 CORPORATE GOVERNANCE ..................................................................................... 175
6.14 MATERIAL LITIGATION AND ARBITRATION ............................................................ .. 175
7. BACKGROUND INFORMATION ON THE PROMOTERS 176
7.1 THE PROMOTERS ...................................................................................................... 176
7.2 UNITHOLDINGS OF THE PROMOTERS IN KIP REIT ............................................... . 176
8. THE TRUSTEE ....................................................................................................................... . 177
8.1 CORPORATE INFORMATION ..................................................................................... . 177
8.2 BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE TRUSTEE .. . 177
8.3 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE ..................... .. 178
8.4 FINANCIAL INFORMATION OF THE TRUSTEE ........................................................ .. 179
8.5 TRUSTEE'S FEE ........................................................................................................... 179
8.6 RETIREMENT, REMOVAL AND REPLACEMENT OF THE TRUSTEE ...................... . 179
8.7 TRUSTEE'S RESPONSIBILITY STATEMENT ........................................................... .. 180
8.8 MATERIAL LITIGATION AND ARBITRATION ............................................................ .. 180
8.9 DELEGATION OF THE TRUSTEE'S FUNCTION ....................................................... .. 180
9. THE PROPERTY MANAGER ................................................................................................. 181
9.1 CORPORATE INFORMATION ..................................................................................... . 181
9.2 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE PROPERTY
181
MANAGER .................................................................................................................... .
9.3 EXPERIENCE IN PROPERTY MANAGEMENT AND PROPERTIES MANAGED ..... .. 182
9.4 INFORMATION ON KEY PERSONNEL AND STAFF STRENGTH ............................ .. 182
9.5 PROPERTY MANAGEMENT FEE ................................................................................ 183
9.6 SALIENT TERMS OF THE PROPERTY MANAGEMENT AGREEMENT .................. .. 183
9.7 UNITHOLDING OF THE PROPERTY MANAGER IN KIP REIT ................................. .. 184
9.8 SERVICE PROVIDERS TO PROVIDE PERSONNEL TO THE PROPERTY
MANAGER ............................................................................. ,...................................... .
184
10. SALIENT TERMS OF THE DEED ................................................................................... ,...... . 185
10.1 THE DEED .................................................................................................................... . 185
10.2 NATURE OF UNITS ...................................................................................................... 185
10.3 RIGHTS OF UNITHOLDERS ....................................................................................... . 186
10.4 LIMITATION OF LIABILITY AND RIGHTS OF UNITHOLDERS .................................. . 186
10.5 CREATION OF UNITS ................................................................................................. . 187
10.6 SUSPENSION OF, DEALING IN AND ISSUE OF UNITS ........................................... . 187
10.7 VENDOR UNITS........................................................................... .. ......................... .. 188

viii
10.8 DISTRIBUTABLE INCOME ........................................................................................... 188
10.9 INVESTMENT POLICIES OF KIP REIT ....................................................................... . 189
10.10 CONCERNING THE TRUSTEE .................................................................................. .. 191
10.11 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. ...................... . 191
10.12 RETIREMENT, REMOVAL AND REPLACEMENT OF THE TRUSTEE ..................... .. 191
10.13 LIMITATION OF LIABILITY AND INDEMNITY OF THE TRUSTEE ........................... .. 192
10.14 CONCERNING THE MANAGER ................................................................................. .. 192
10.15 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE MANAGER .................... .. 192
10.16 RETIREMENT, REMOVAL OR REPLACEMENT OF THE MANAGER. ..................... .. 193
10.17 LIMITATION OF LIABILITY AND INDEMNITY OF THE MANAGER .......................... .. 193
10.18 MANAGER'S FEES AND TRUSTEE'S FEE ............................................................... .. 193
10.19 PERMITTED CHARGES OF KIP REIT ....................................................................... .. 193
10.20 MODIFICATION OF THE DEED .................................................................. . 193
10.21 TERMINATION AND WINDING-UP OF KIP REIT ...................................................... .. 194
10.22 MEETINGS OF UNITHOLDERS .................................................................................. . 196
11. CORPORATE GOVERNANCE, RELATED PARTY TRANSACTIONS AND CONFLICTS
197
OF INTEREST ........................................................................................................................ .
11.1 CORPORATE GOVERNANCE ........................................................................................ 197
11.2 EXISTING AND ON-GOING RELATED PARTY TRANSACTIONS ............................... . 197
11.3 POTENTIAL RELATED PARTY TRANSACTIONS ......................................................... 201
11.4 POTENTIAL CONFLICTS OF INTEREST ......................................... ............................. 202
11.5 INTERESTS OF DIRECTORS AND OTHER SUBSTANTIAL SHAREHOLDERS OF
THE MANAGER IN OTHER CORPORATIONS CARRYING ON SIMILAR 204
BUSII\lESSES ..................................................................................................................
11.6 OTHER PERTINENT INFORMATION ............................................................................. 204
11.7 DECLARATIONS BY ADVISERS .................................................................................... 205
12. APPROVALS, CONDITIONS, WAIVERS AND VARIATIONS............................................... 207
12.1 APPROVALS AND CONDITIONS ................. ..................... ............... ........... .............. ..... 207
12.2 WAIVERS AND VARIATIONS ......................................................................................... 209
13. OVERVIEW OF THE RELEVANT LAWS AND REGULATIONS IN MALAYSIA .................. 210
13.1 OVERVIEW OF REGULATION OF REITS IN MALAYSIA .............................................. 210
13.2 OVERVIEW OF LAND LAW............................................................................................. 212
14. ADDITIONAL INFORMATION ................................................................................................ 221
14.1 GENERAL ........................................................................................................................ 221
14.2 MATERIAL CONTRACTS................................................................................................ 222
14.3 SALIENT TERMS OF THE SPAS.................................................................................... 224
14.4 SALIENT TERMS OF THE ROFRs ................................................................................. 226
14.5 CONSENTS ..................... ................... ...... ........ ................... ..... ......................... .............. 228
14.6 DOCUMENTS AVAILABLE FOR INSPECTION.............................................................. 228
14.7 RESPONSIBILITY STATEMENTS .................................................................................. 229

ix
APPENDIX A - VALUATION CERTIFiCATES ....................................................................... . A-1
APPENDIX B - INDEPENDENT PROPERTY MARKET REPORT .. ...................................... . B-1
APPENDIX C - TAX CONSULTANT'S LETTER ON TAXATION OF KIP REIT AND
C-1
UNITHOLDERS
APPENDIX D - REPORTING ACCOUNTANTS' LETTER ON PRO FORMA
D-1
STATEMENT OF FINANCIAL POSITION .................................................... .
APPENDIX E - REPORTING ACCOUNTANTS' LETTER ON THE PROFIT
E-1
FORECASTS ..................................................................................................
APPENDIX F - PROCEDURE FOR THE APPLICATION AND ACCEPTANCE FOR THE
F-1
RETAIL OFFERING ....................................................................................... .

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

x
DEFINITIONS

The following terms in this Prospectus bear the same meaning unless the term is defined otherwise or
the context requires otherwise:

Acquisitions Acquisitions by the Trustee on behalf of KIP REIT of the Subject


Properties and the Related Assets for a total purchase consideration
of approximately RM580.3 million to be satisfied by Cash
Consideration and Consideration Units
Act Companies Act 1965, as amended from time to time and any re-
enactment thereof
ADA Authorised Depository Agent
Application Forms Printed application forms for the application of the Offer Units under
the Retail Offering accompanying this Prospectus
Appraised Value In relation to a Subject Property, the value of that Subject Property as
appraised by the Independent Property Valuer as at 1 March 2016
Asset Valuation Guidelines Asset Valuation Guidelines issued by the SC on 8 May 2009, as
amended from time to time
ATM Automated teller machine
Audex Audex Governance Sdn Bhd (Company No. 469101-V), a company
incorporated under the laws of Malaysia
Authorised Investments The following investments in which KI P REIT may invest, subject to
the provisions of the REIT Guidelines:
(i) Real Estate;
(ii) SPVs;
(iii) Real Estate-Related Assets;
(iv) Non-Real Estate-Related Assets;

(v) cash, deposits and money market instruments; and


any other investment not specified in (i) to (v) above but specified as
a permissible investment in the REIT Guidelines or as otherwise
permitted by the SC
Board Board of directors of the Manager
Bookrunner CIMB, being the bookrunner in respect of the Institutional Offering
Books Closing Date The specified time and date set by the Manager for the purpose of
determining the Unitholders' entitlement to the Distributable Income,
Offer Units or other distributions or entitlements
Bursa Depository Bursa Malaysia Depository Sdn Bhd (Company Number: 165570-W),
a company incorporated under the laws of Malaysia, being the central
depository of Malaysia

Bursa Securities Bursa Malaysia Securities Berhad (Company Number: 635998-W), a


company incorporated under the laws of Malaysia, being the
securities exchange of Malaysia
CAGR Compound annual growth rate

xi
Cash Consideration The settlement of the balance of the purchase consideration for the
Acquisitions of approximately RM309.1 million by way of cash

CDS Central Depository System

CDS Account An account established by Bursa Depository for a depositor for the
recording of the deposit of securities and for dealing in such
securities by the depositor
CECS CE Corporate Secretaries (Company Number: 814710-U), a
company incorporated under the laws of Malaysia
CIMB CIMB Investment Bank Berhad (Company Number: 18417-M), a
company incorporated under the laws of Malaysia

CIS Prospectus Guidelines Prospectus Guidelines for Collective Investment Schemes, as


amended from time to time

Clawback and Reallocation The clawback and reallocation provision as set out in Section 3.4.3
"Clawback and Reallocation" of this Prospectus
CMSA Capital Markets and Services Act 2007, as amended from time to
time and any re-enactment thereof
COF Cost of Funds
Completion Date of the SPA The date, on which the Acquisitions are completed or deemed to be
completed on the terms as set out in the SPA
Consideration Units The 271,150,000 Units to be issued as part satisfaction of the
purchase consideration for the Acquisitions at the issue price of
RM1.00 per Unit which shall be deemed fully paid
Controlling Shareholders means a person who holds directly or indirectly 50.0% or more of the
nominal amount of all voting shares of the company

Controlling Unitholders means any person who is or a group of persons who together are
entitled to exercise or control the exercise of more than 33.0% of the
voting units in a unit trust scheme
Deed The deed of trust dated 2 November 2016 entered into between the
Manager and the Trustee, constituting KIP REIT and registered with
the SC on 4 November 2016
Deposited Property All the assets of KIP REIT, including all its Authorised Investments
and other assets (after consulting with the auditor) to be in the nature
of assets in accordance with generally accepted accounting practices
in Malaysia, for the time being held or deemed to be held in
accordance to the Deed
Director Director of the Manager
Distributable Income The amount available for distribution to the Unitholders of KIP REIT
and having the meaning as set out in Section 10.8 "Distributable
Income" of this Prospectus

Distribution Yield The ratio of distribution paid to Unitholders from KIP REIT's
Distributable Income to the market price of the Units
Distribution Period Half-yearly, or such other interval as the Manager may determine in
accordance with the Deed
DPU Distribution per Unit

xii
Electronic Application(s) Application(s) for the Offer Units under the Retail Offering for the
Malaysian Public through the ATMs of Participating Financial
Institution( s)

Electronic Prospectus A copy of this Prospectus that is issued, circulated or disseminated


via the internet, electronic mail and/or distribution of CD-ROMs
Eligible Companies Eligible associate companies of the Promoters, namely Adamin
Corporation, KIP Land Sdn Bhd, Kepong Industrial Park Sdn Bhd and
KIP Development Sdn Bhd

EPF Employees Provident Fund


Final Retail Price Final price per Offer Unit payable by investors pursuant to the Retail
Offering equivalent to RM [e] per Offer Unit or the Institutional Price,
whichever is lower, to be determined on the Price Determination Date
Financing Facilities Financing facilities of up to RM97.0 million to be procured by KIP
REIT through the Trustee from the Lender for part satisfaction of the
Cash Consideration and for working capital purposes
Forecast Period 2017 The 8-month period ending 30 June 2017
Forecast Year 2018 1 July 2017 to 30 June 2018
FY The period ending on 30 June in each year or any other period, as
may be determined by the Manager and approved by the Trustee,
subject to applicable laws and requirements
FYE Financial year ended or, as the case may be, ending 30 June
GOP Gross domestic product
GFA Gross floor area

GST Goods and services tax


Government Government of Malaysia

Gross Rental Income Base rental from tenants occupying the LA


Income Tax Act Income Tax Act, 1967, as amended from time to time and any re-
enactment thereof
Independent Property Savills (Malaysia) Sdn Bhd (Company Number: 333510-P), a
Market Consultant company incorporated under the laws of Malaysia
Independent Property CBRE I WTW (also known as C H Williams Talhar & Wong Sdn Bhd)
Valuer (Company Number: 18149-U), a company incorporated under the
laws of Malaysia
Institutional Offering Offering of 220,650,000 Offer Units subject to Clawback and
Reallocation, to Malaysian institutional investors and selected
investors, including Bumiputera investors approved by MITI, at the
Institutional Price
Institutional Price The price per Offer Unit payable by the investors pursuant to the
Institutional Offering which will be determined by way of bookbuilding
Internal Auditor Audex Governance Sdn Bhd (Company Number: 469101-V), a
company incorporated under the laws of Malaysia

Internet Application(s) Application(s) for the Offer Units under the Retail Offering for the
Malaysian Public portion through an Internet Participating Financial
Institution(s)

xiii
Internet Participating Participating financial institutions for the Internet Application, being
Financial Institutions Affin Bank Berhad, CIMB, CIMB Bank Berhad, Malayan Banking
Berhad, Public Bank Berhad and RHB Bank Berhad
Issuing House Malaysian Issuing House Sdn Bhd (Company Number: 258345-X), a
company incorporated under the laws of Malaysia
IT Information technology
KiP Mall Bangi A five-storey shopping centre with one level of mezzanine floor and
two levels of basement car park, known as "KiP Mall Bangi", bearing
a postal address at No.1, Jalan Medan Bangi, 43650, Bandar Baru
Bangi, Selangor Darul Ehsan, erected on a leasehold land of 99
years, expiring on 14 July 2093, held under HSD 36945, PT 29330,
Mukim of Kajang, District of Ulu Langat, State of Selangor Darul
Ehsan
KiP Mall Bangi SPA The Sale and Purchase Agreement dated 4 November 2016, entered
into by Landasan Primamaju Sdn Bhd and the Trustee on behalf of
KIP REIT in relation to the sale and purchase of KiP Mall Bangi and
its Related Assets
KiP Mart Kota Tinggi A single-storey retail centre with a mezzanine floor known as "KiP
Mart Kota Tinggi", bearing a postal address at No.1, Jalan Maju,
81900 Kota Tinggi, Johor Darul Takzim, erected on a freehold land,
held under GRN 353762, Lot PT 28861, Mukim of Kota Tinggi,
District of Kota Tinggi, State of Johor Darul Takzim
KiP Mart Kota Tinggi SPA The Sale and Purchase Agreement dated 4 November 2016, entered
into by Genius Chance Sdn Bhd and the Trustee on behalf of KIP
REIT in relation to the sale and purchase of KiP Mart Kota Tinggi and
its Related Assets
KiP Mart Masai A single-storey retail centre with a mezzanine floor known as "KiP
Mart Masai", bearing a postal address at Lot PTD 204780, Jalan
Persiaran Dahlia 2, Taman Bukit Dahlia, 81700 Pasir Gudang, Johor
Darul Takzim, erected on a leasehold land of 99 years, expiring on 28
December 2108, held under PN 70766, Lot 198634 (previously known
as HSD 478086, Lot PTD 204780), Mukim of Plentong, District of
Johor Bahru, State of Johor Darul Takzim
KiP Mart Masai SPA The Sale and Purchase Agreement dated 4 November 2016, entered
into by Enrich Assets Sdn Bhd and the Trustee on behalf of KIP REIT
in relation to the sale and purchase of KiP Mart Masai and its Related
Assets
KiP Mart Melaka A two-storey retail centre known as "KiP Mart Melaka", bearing a
postal address at No. 8999, Jalan Tun Fatimah, Batu Berendam,
75350, Melaka, erected on leasehold land, of 99 years, expiring on
17 November 2112, held under HSD 76142, Lot PT 6786, Mukim
Bachang, District of Melaka Tengah, State of Melaka
KiP Mart Melaka SPA The Sale and Purchase Agreement dated 4 November 2016, entered
into by Projek Impiana Sdn Bhd and the Trustee on behalf of KIP
REIT in relation to the sale and purchase of KiP Mart Melaka and its
Related Assets
KiP Mart Lavender A single-storey retail centre with a mezzanine floor known as "KiP
Senawang Mart Lavender Senawang", bearing a postal address at No.1, Jalan
KLS 1, Lavender Heights, 70450 Seremban, Negeri Sembilan Darul
Khusus, erected on a freehold land, held under GRN 262080
(formerly HSD 220819), Lot 61344 (formerly PT 6373), Pekan
Senawang, District of Seremban, State of Negeri Sembilan Darul
Khusus

xiv
KiP Mart Lavender The Sale and Purchase Agreement dated 4 November 2016. entered
Senawang SPA into by Setia Wirajaya Sdn Bhd and the Trustee on behalf of KIP
REIT in relation to the sale and purchase of KiP Mart Lavender
Senawang and its Related Assets
KiP Mart Tampoi A single-storey retail centre with a mezzanine floor known as "KiP
Mart Tampoi". bearing a postal address at Lot PTD 152711, Jalan
Titiwangsa 1, Taman Tampoi Indah. 81200 Johor Bahru, Johor Darul
Takzim erected on a leasehold land of 99 years, expiring on 24
September 2092, held under HSD 452673, Lot PTD 152711, Mukim
of Pulai, District of Johor Bahru. State of Johor Darul Takzim
KiP Mart Tampoi SPA The Sale and Purchase Agreement dated 4 November 2016, entered
into by Kipmart Tampoi Sdn Bhd and the Trustee on behalf of KIP
REIT in relation to the sale and purchase of KiP Mart Tampoi and its
Related Assets
KIP Property Services KIP Property Services Sdn Bhd, a wholly-owned company of the
Promoters
KIP REIT KIP Real Estate Investment Trust, a real estate investment trust
established in Malaysia and constituted by the Deed
kWp Kilowatt peak
Latest Practicable Date 31 October 2016, being the latest practicable date prior to the
issuance of this Prospectus
Lettable Area or LA Lettable area in a property, including kiosks in common areas such
as corridors and walkways
Listing Admission to the Official List and the listing of and quotation for
505,300,000 new Units, on the Main Market
Listing Date The date of admission to the Official List and the listing of and
quotation for 505,300,000 new Units on the Main Market
Listing Requirements Main Market Listing Requirements of Bursa Securities, as amended
from time to time
Lock up Period The period commencing from the date of the Promoters' and the
Manager's respective deed of undertaking in connection with the
lock-up arrangements for the Lock-up Units until the date falling 180
days after the Listing Date (both dates inclusive)
Lock-up Units The Units which will be held by the Promoters' and the Manager upon
Listing which are subject to the lock-up arrangement for the duration
of the Lock-up Period
Main Market Main Market of Bursa Securities
Malaysian FRS Malaysian Financial Reporting Standards issued by the Malaysian
Accounting Standards Board
Malaysian Public Malaysian citizens, companies, co-operatives, societies and
institutions incorporated or organised under the laws of Malaysia
Management Fee Fee payable to the Manager which comprises the Base Fee, the
Performance Fee, the Acquisition Fee and the Divestment Fee as set
out in Section 6.6 "Management Fees" of this Prospectus
Manager KIP REIT Management Sdn Bhd (Company l\Iumber:1169638-M), a
company incorporated under the laws of Malaysia, being the
manager of KIP REIT
Market Day A day on which Bursa Securities is open for trading in securities

xv
MIRB Malaysian Inland Revenue Board
MITI Ministry of International Trade and Industry, Malaysia
MER Management expense ratio, calculated by dividing the expenses of
KIP REIT by the NAV of KIP REIT, where expenses of the REIT
comprise all expenses, including the Management Fee, the Trustee's
fee, valuation fee and other administrative expenses provided for
under the Deed
N/A Not applicable
NAV Net asset value
Net Property Income or NPI Total Revenue less Property Operating Expenses
Non-Real Estate-Related Refers to:
Assets
(i) listed shares issued by non-property companies;
(ii) debt securities issued by, or fully guaranteed by the
Government; and
(iii) commercial papers or other debt securities issued by
companies or institutions with a credit rating of not less than:
(a) AlP I by RAM Holdings Berhad; and
(b) AlMARC-1 by Malaysian Rating Corporation Berhad,
and such other assets as may be permitted by the REIT Guidelines
and the SC
Occupancy Rate The percentage of Occupied LA against total LA
Occupied LA The total LA of the Subject Properties which is committed by the
tenants and determined based on the commencement dates
stipulated in the respective tenancy agreements and/or letters of offer
Offering The initial public offering of 234,150,000 Offer Units comprising the
Institutional Offering and the Retail Offering
Offer Unit(s) The 234,150,000 new Units to be offered pursuant to the Offering
Official List A list specifying all securities listed on the Main Market
Other Income Comprises advertising income, promotional income, utilities and
reimbursable income
Participating Financial The partiCipating financial institutions for Electronic Applications as
Institutions referred to in Appendix F "Procedure for the Application and
Acceptance of the Retail Offering" of this Prospectus
Permitted Expenses In relation to the Property Management Agreement, means costs and
expenses incurred in the operation, maintenance, management and
marketing of the Subject Properties (including but not limited to the
cost relating to the employment and remuneration of on-site staff
provided)
Placement Agreement The placement agreement to be entered into between, inter alia, the
Manager, the Promoters, the Trustee (as Trustee for KIP REIT) and
the Bookrunner in respect of the placement of Offer Units under the
Institutional Offering
Price Determination Date The date on which the Institutional Price and the Final Retail Price will
be determined

xvi
Principal Register The register of Unitholders kept pursuant to Section 308 of the CMSA

Profit Forecasts The profit forecasts of KIP REIT for the Forecast Period 2017 and
Forecast Year 2018

Promoters (i) Dato' Chew Lak Seong


(ii) Dato' Ong Kook Liong

collectively, being the promoters of KIP REIT


Property Management The property management agreement dated 5 December 2016
Agreement entered into between the Manager, the Trustee (on behalf of KIP
REIT) and the Property Manager
Property Manager Azmi & Co (Shah Alam) Sdn Bhd (Company Number: 524945-H), a
company incorporated under the laws of Malaysia

Property Operating All expenses or outgoings required to manage or maintain the


Expenses Subject Properties as permitted by the Deed
Public Spread Requirement The reqUirement, in accordance with the Listing Requirements, to
have at least 25.0% of the total number of Units in issue to be held by
public unitholders upon completion of the Offering and at the point of
the Listing or such other minimum public spread as may be approved
by Bursa Securities
Real Estate Land and all things that are a natural part of the land as well as things
attached to the land both below and above the ground
Real Estate Assets Real Estate and SPVs
Real Estate-Related Assets Includes units of other REITs, listed securities of and issued by
property companies, listed or unlisted debt securities of and issued by
property companies and real estate-related asset-backed securities

Registrar Symphony Share Registrars Sdn Bhd (Company No: 378993-0), a


company incorporated under the laws of Malaysia
REIT Real estate investment trust
REIT Guidelines The Guidelines on Real Estate Investments Trusts issued by the SC,
as amended from time to time
Related Assets Related assets such as IT equipment, furniture and fittings, and office
equipment utilised by the respective Vendors for the operation of, or
in relation to, the respective Subject Properties
Relevant Laws and The laws, regulations, guidelines, rules and official requirements,
Requirements guidance notes, practice notes (whether or not having the force of
law) applicable to REITs from time to time including securities laws,
the REIT Guidelines, the Asset Valuation Guidelines, the Listing
Requirements, the Rules of Bursa Depository and taxation laws,
rulings and guidelines
Reporting Accountants or Messrs. PricewaterhouseCoopers (Firm Number: AF 1146)
PwC
Retail Offering Offering of 13,500,000 Offer Units, subject to Clawback and
Reallocation, to the Malaysian Public via balloting, and the eligible
directors and employees of the Manager, the Vendors and Eligible
Companies
Retail Price RM [.] per Offer Unit, being the initial price payable by investors
pursuant to the Retail Offering

xvii
Retail Underwriting The retail underwriting agreement dated 15 December 2016 entered
Agreement into between the Manager, the Promoters, the Trustee (as Trustee for
KIP REIT) and the Underwriter in respect of the underwriting of
13,500,000 Offer Units under the Retail Offering

ROFR Right of first refusal, from the Listing Date, for the acquisition of
certain pipeline properties and for the acquisition of retail properties
including purpose-built community-centric retail centres of similar
concept to KiP Mart and those within mixed developments

Rules of Bursa Depository Rules of Bursa Depository and all procedure manuals (as defined in
Rules of Bursa Depository), as amended from time to time

SC Securities Commission Malaysia


Service Provider The service provider agreements dated 5 December 2016, entered
Agreements into between the Property Manager and KI P Property Services for the
provision of, among others, a team of personnel by KIP Property
Services to the Property Manager, in order to facilitate the Property
Manager in carrying out its services under the Property Management
Agreement

SICDA Securities Industry (Central Depositories) Act 1991 as amended from


time to time and any re-enactment thereof
SPAs Collectively,
(i) KiP Mart Tampoi SPA;
(ii) KiP Mart Kota Tinggi SPA;
(iii) KiP Mart Masai SPA;
(iv) KiP Mart Lavender Senawang SPA;
(v) KiP Mart Melaka SPA; and
(vi) KiP Mall Bangi SPA.
Special Resolution A resolution passed at a meeting of the Unitholders duly convened
and held in accordance with the provisions of the Deed by a majority
consisting of not less than % of the persons voting upon a show of
hands and, if a poll is demanded, then by a majority consisting of not
less than % of the votes given on such poll, provided always that for
the purpose of terminating or winding up of KIP REIT, a "Special
Resolution" means a resolution passed by a majority in number
representing at least % of the value of the Units held by Unitholders
present at the meeting
Spy Unlisted companies whose principal assets comprise real estate
sq ft Square feet
sq m Square metres
State Authority In relation to the States of West Malaysia, the Ruler-in-Council or
Governor-in-Council of a State and includes in Negeri Sembilan, the
Yang di-Pertuan Besar acting on behalf of himself and the Ruling
Chiefs (the Undang of Sungei Ujong, the Undang of Jelebu, the
Undang of Johol, the Undang of Rembau and the Tunku Besar of
Tampin), and in relation to the Federal Territories of Kuala Lumpur,
Putrajaya and Labuan, the minister charged with the responsibility for
local government

xviii
Subject Properties (i) KiP Mart Tampoi;
(ii) KiP Mart Kota Tinggi;

(iii) KiP Mart Masai;


(iv) KiP Mart Lavender Senawang;
(v) KiP Mart Melaka; and
(vi) KiP Mall Bangi,

collectively, which form the property portfolio of KIP REIT at the pOint
of Listing, and "Subject Property" means either one of them

Take-over Code Malaysian Code on Take-Overs and Mergers 2010 issued by the SC,
as amended from time to time and any re-enactment thereof
Tax Consultant Deloitte Touche Tohmatsu Tax Services Sdn Bhd (Company
Number: 151497-P), a company incorporated under the laws of
Malaysia
Total Asset Value The value of the Deposited Property in accordance with generally
accepted accounting practices in Malaysia, as determined in
accordance with the Deed
Total Revenue Gross Rental Income and Other Income
Trustee Pacific Trustees Berhad (Company Number: 317001-A), a company
incorporated under the laws of Malaysia

Underwriter CIMB, being the underwriter for the Retail Offering

Unit An undivided interest in KIP REIT as provided for in the Deed


Unitholders The holders of the Units
Vendors In relation to the Acquisitions, the Vendors of the Subject Properties,
namely:
(i) Kipmart Tampoi Sdn Bhd in respect of KiP Mart Tampoi;
(ii) Genius Chance Sdn Bhd in respect of KiP Mart Kota Tinggi;
(iii) Enrich Assets Sdn Bhd in respect of KiP Mart Masai;
(iv) Setia Wirajaya Sdn Bhd in respect of KiP Mart Lavender
Senawang;
(v) Projek Impiana Sdn Bhd in respect of KiP Mart Melaka; and

(vi) Landasan Primamaju Sdn Bhd in respect of KiP Mall Bangi


(each a "Vendor")

xix
PRESENTATION OF FINANCIAL, MARKET, INDUSTRY AND OTHER INFORMATION

References to "Manager" are to "KIP REIT Management Sdn Bhd", unless the context otherwise
requires. Unless the context otherwise requires, references to "Management" are to the directors and
senior management team of the Manager as at the date of this Prospectus, and statements in this
Prospectus as to beliefs, expectations, estimates and opinions of KIP REIT are those of the
Management. All references to "KIP REIT" in this Prospectus include references to Pacific Trustees
Berhad, in its capacity as trustee for KIP REIT, unless the context otherwise requires.

In this Prospectus, references to the "Government" are to the Government of Malaysia; references to
"Ringgit", "Ringgit Malaysia", "Malaysian Ringgit", "RM" and "sen" are to the lawful currency of Malaysia.

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing
the masculine gender shall, where applicable, include the feminine and neuter genders. References to
persons shall include corporations and a reference to a section is a reference to the relevant section of
this Prospectus.

Any reference in this Prospectus to any enactment is a reference to that enactment for the time being
amended or re-enacted.

Any reference to a date and time in this Prospectus shall be a reference to Malaysian date and time,
unless otherwise stated.

Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof are due
to rounding. Figures and percentages are rounded to one or two decimal places, where appropriate.
Percentage changes in this Prospectus have been calculated on the basis of relevant figures before
rounding.

Certain acronyms, technical terms and other abbreviations used herein are defined in the "Definitions"
section of this Prospectus.

This Prospectus includes statistical data provided by the Manager and various third parties and cites
third-party projections regarding growth and performance of the markets in which KIP REIT operates.
This data is taken or derived from information published by industry sources and from the Manager's
internal data. In each such case, the source is acknowledged in this Prospectus, provided that where no
source is acknowledged, it can be assumed that the information originates from the Manager. In
particular, certain information in this Prospectus is extracted or derived from the independent property
market report prepared by the Independent Property Market Consultant. The Manager believes that the
statistical data and projections cited in this Prospectus are useful in helping prospective investors
understand the major trends in the markets in which KIP REIT operates. However, none of KIP REIT, the
Promoters, the Manager, the Trustee, the Principal Adviser, the Bookrunner and the Underwriter has
independently verified these figures. Moreover, the rapidly evolving nature of the property industry makes
it difficult to obtain preCise and accurate statistics. None of KIP REIT, the Promoters, the Manager, the
Trustee, the Principal Adviser, the Bookrunner and the Underwriter make any representation as to the
correctness, accuracy or completeness of such data and accordingly prospective investors should not
place undue reliance on the statistical data cited in this Prospectus. Similarly, third-party projections cited
in this Prospectus are subject to significant uncertainties that could cause actual data to differ materially
from the forecast figures. No assurances are or can be given that the estimated figures will be achieved,
and prospective investors should not place undue reliance on the third-party prOjections cited in this
Prospectus.

xx
This Prospectus includes market and industry data and forecasts that have been obtained from internal
surveys, reports and studies, where appropriate, as well as market research, publicly available
information and industry publications. Industry publications, surveys and forecasts generally state that
the information they contain has been obtained from sources believed to be reliable, but there can be no
assurance as to the accuracy or completeness of such information. While the lVlanClger has taken
reasonable steps to ensure that the information is extracted accurately and in its proper context, the
Manager has not independently verified any of the data from third-party sources or ascertained the
underlying economic assumptions relied upon therein.

All the information set out in this Prospectus is presented as of the Latest Practicable Date, unless
otherwise indicated.

The information on the Manager's, KIP REITs and the Subject Properties' websites or any website
directly or indirectly linked to such websites is not incorporated by reference into this Prospectus and
should not be relied on.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

xxi
FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute "forward-looking statements". All statements other than
statements of historical facts included in this Prospectus involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of KIP REIT, the
Manager, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Manager's present and future business
strategies and the environment in which KIP REIT or the Manager will operate in the future. Because
these statements reflect the current views of the Manager concerning future events, these statements
necessarily involve risks, uncertainties and assumptions. Actual future performance could differ
materially from these forward-looking statements. Investors should not place any undue reliance on
these forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking terminology such as the
words "may", "will", "would", "could", "believe", "expect", "anticipate", "intend", "estimate", "aim", "plan",
"forecast" or similar expressions and include all statements that are not historical facts. Such forward-
looking statements include, without limitation, statements relating to:

estimated financial information regarding the future development and economic performance of
KIP REIT's business;
future earnings, cash flow and liquidity;
potential growth opportunities;
financing plans;
the Manqger's business strategy;
the competitive position and the effects of competition on KIP REIT's investment portfolio;
development of additional revenue sources;
the amount and nature of future capital expenditures required by KI P REIT; and
the general industry environment.

Among the important factors that could cause the actual results, performance or achievements of KIP
REIT or the Manager to differ materially from those in the forward-looking statements are the conditions
of, and changes in, the domestic, regional and global economies, including, but not limited to, factors
such as political, economic and social conditions in Malaysia and overseas, changes in Government laws
and regulations affecting KIP REIT, competition in the Malaysian market in which KIP REIT may invest,
currency exchange rates, interest rates, inflation, relations with tenants, relations with service providers,
relations with lenders, hostilities (including any potential terrorist attacks), the performance and reputation
of KIP REIT's properties and/or acquisitions, difficulties in identifying future acquisitions, difficulty in
completing acquisitions, changes in the Manager's directors and executive officers, risks related to
natural disasters, general volatility of the capital markets, general risks relating to the property market in
which KIP REIT may invest and the market price of the Units as well as other matters not yet known to
the Manager or not currently considered material by the Manager.

Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those set out in Section 5 "Risk Factors", Section 4.5 "Profit Forecasts",
Section 4.4 "Management's Discussion and AnalysiS of Financial Condition and Results of Operations"
and Section 2 "Business and Subject Properties" of this Prospectus. Neither KIP REIT nor the Manager
can give any assurance that the forward-looking statements made in this Prospectus will be realised.
Such forward-lOOking statements are made only as at the date of this Prospectus. The Manager
expressly disclaims any obligation or undertaking to release publicly any updates of or revisions to any
forward-looking statement contained herein to reflect any change in the expectations of the Manager with
regard thereto or any change in events, conditions or circumstances on which any such statement is
based.

xxii
CORPORATE DIRECTORY

MANAGER KIP REIT Management Sdn Bhd


(Company Number:1169638-M)

Registered Office Level 33A, Menara 1MK


Kompleks 1 Mont Kiara
No.1 Jalan Kiara, Mont Kiara
50480 Kuala Lumpur, Malaysia
Telephone No.: +60362035322 1+60362035828
Facsimile No.: +60362032788

Business Office Unit B-6, Blok B, Tingkat 6, Menara KIP


No.1, Jalan Seri Utara 1
Sri Utara Off Jalan Ipoh
68100 Kuala Lumpur, Malaysia
Telephone No.: +60362520888
Facsimile No.: +60362586619
E-mail: kipreit@kip.com.my
Website: www.kipreit.com.my

DIRECTORS OF THE MANAGER

No. Name
Dato' Syed Hussain Bin Syed Husman Chairman and Senior Independent Non-Executive
Director
2 Dato' Chew Lak Seong Managing Director and Non-Independent Executive
Director
3 Dato' Ong Kook Liong Non-Independent Executive Director
4 Datuk Mohamed Arsad Bin Sehan Independent Non-Executive Director
5 Foo Lee Khean Independent Non-Executive Director

AUDIT AND RISK MANAGEMENT COMMITTEE

No. Name Designation Directorship


Foo Lee Khean Chairman Independent Non-Executive Director
2 Datuk Mohamed Arsad Bin Sehan Member Independent Non-Executive Director
3 Dato' Syed Hussain Bin Syed Member Senior Independent Non-Executive Director
Husman

NOMINATION COMMITTEE

No. Name Designation Ei~ectorship

Datuk Mohamed Arsad bin Sehan Chairman Independent Non-Executive Director


2 Dato' Syed Hussain Bin Syed Member Senior Independent Non-Executive Director
Husman
3 Foo Lee Khean Member Independent Non-Executive Director

xxiii
REMUNERATION COMMITTEE

No. Name Designation Directorship


Dato' Syed Hussain Bin Syed Chairman Senior Independent Non-Executive Director
Husman
2 Dato' Chew Lak Seong Member Non-Independent Executive Director
3 Datuk Mohamed Arsad bin Sehan Member Independent Non-Executive Director

COMPANY SECRETARY Foo Siew Loon (MAICSA 7006874)


OF THE MANAGER
Level 33A, Menara 1MK
Kompleks 1 Mont Kiara
No.1 Jalan Kiara, Mont Kiara
50480 Kuala Lumpur, Malaysia

Telephone No.: +60362035322/ +603 62035828

TRUSTEE Pacific Trustees Berhad


(Company Number: 317001-A)

Registered Office and A-9-8, 9 th Floor Megan Avenue 1


Business Office No. 189, Jalan Tun Razak
Off Persia ran Hampshire
50400 Kuala Lumpur, Malaysia
Telephone No.: +60321668830
Facsimile No.: +60321663830

PROPERTY MANAGER Azmi & Co (Shah Alam) Sdn Bhd


(Company Number: 524945-H)

No.8, 3rd Floor,


Jalan Tengku Ampuan Zabedah D91D
40100 Shah Alam
Selangor, Malaysia
Telephone No.: +603 5510 1900
Website: www.azmigroup.com.my

LEGAL ADVISERS TO THE Albar & Partners


MANAGER
6th Floor
Faber Imperial Court
Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
Telephone No.: +603 2078 5588
Website: www.albar.com.my

LEGAL ADVISERS TO THE Zaid Ibrahim & Co


UNDERWRITER
Level 19 Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur, Malaysia
Telephone No.: +60320879999
Website: www.zicofaw.com

AUDITORS/REPORTING PricewaterhouseCoopers
ACCOUNTANTS (Firm Number: AF 1146)

Level 10, 1 Sentral


Jafan Rakyat
Kuala Lumpur Sentral
50470 Kuala Lumpur, Malaysia
Telephone No.: +60321731188
Website: www.pwc.com/my/en

xxiv
TAX CONSULTANT DeloiUe Touche Tohmatsu Tax Services Sdn Bhd
(Company Number: 151497-P)

Level 16, Menara LGB


1, Jalan Wan Kadir, Taman Tun Dr Ismail
60000, Kuala Lumpur, Malaysia
Telephone No.: +60376108888
Website: www.deloitte.com/my

PRINCIPAL BANKER OCBC Bank (Malaysia) Berhad


(Company Number: 295400-W)

18th Floor, Menara OCBC


18, Jalan Tun Razak
50050 Kuala Lumpur, Malaysia
Telephone No.: +60320045034
Website: www.ocbc.com.my

INDEPENDENT Savills Malaysia Sdn Bhd


PROPERTY MARKET (Company Number: 333510-P)
CONSULTANT
Level 9 Menara Millenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur, Malaysia
Telephone No.: +60320925955
Website: www.savills.com.my

INDEPENDENT C H Williams Talhar & Wong Sdn Bhd


PROPERTY VALUER (Company Number: 18149-U)

30-01, 30th Floor


Menara Multi-Purpose @ CapSquare
8 Jalan Munshi Abdullah
P.O. Box 12157
50100 Kuala Lumpur, Malaysia
Telephone No.: +603 2616 8888
Website: www.cbre-wtw.com.my

ISSUING HOUSE Malaysian Issuing House Sdn Bhd


(Company Number: 258345-X )

Level 6, Symphony House


Pusat Dagangan Dana 1
Jalan PJU 1N46
47301 Petaling Jaya
Selangor, Malaysia
Telephone No.: +603 7841 8289

REGISTRAR Symphony Share Registrars Sdn Bhd


(Company Number: 378993-D)

Level 6, Symphony House


Pusat Dagangan Dana 1
Jalan PJU 1N46
47301 Petaling Jaya
Selangor, Malaysia
Telephone No.: +60378490777
Website: www.symphony.com.my

xxv
INTERNAL AUDITOR Audex Governance Sdn Bhd
(Company Number: 469101-V)

B-10-15 Tower B
Megan Avenue 11
12 Jalan Yap Kwan Seng
Kuala Lumpur, Malaysia
Telephone No.: +60321661229
Website: www.audex.com.my

PRINCIPAL ADVISER, CIMB Investment Bank Berhad


BOOKRUNNER FOR THE (Company Number: 18417-M)
INSTITUTIONAL
OFFERING AND Level 13, Menara CIMB
UNDERWRITER FOR THE Jalan Stesen Sentral 2
RETAIL OFFERING Kuala Lumpur Sentral
50470 Kuala Lumpur, Malaysia
Telephone No.: +6032261 8888
Website: www.cimb.com

LISTING SOUGHT Main Market of Bursa Malaysia Securities Berhad

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

xxvi
INFORMATION SUMMARY

This section is only a summary of the salient information on the Offering and KIP REIT, as
extracted from the full text of this Prospectus. The following section is qualified in its entirety
by, and is subject to, the more detailed information contained or referred to elsewhere in this
Prospectus and investors should read and understand this Prospectus in its entirety prior to
making investment decisions. If necessary, investors should consult their stockbroker, bank
manager, solicitor, accountant or other professional advisers as to the legal, business,
financial, tax and related aspects of an investment in the Units.

There are fees involved and investors are advised to consider them before investing in KIP
REIT. Investors should be aware that the rental yields of the Subject Properties as well as
other real estate that KIP REIT may invest in the future are not equivalent to the yields of the
Units and the current rental receipts and yields of the Subject Properties may not be
sustainable. Investors should also note that the value of the Subject Properties (including
other investments in KIP REIT may have in the future), Unit prices and distributions payable, if
any, may go down as well as up. For information concerning certain risk factors which should
be considered by prospective investors, please refer to Section 5 "Risk Factors" of this
Prospectus.

Statements contained in this section that are not historical facts may be forward-looking statements or
are historical statements reconstituted on a pro forma basis. Such statements are based on certain
assumptions and are subject to certain risks and uncertainties which could cause actual results of KIP
REIT to differ materially from those forecast. Please refer to the section on "Forward-looking
Statements" for further details. Under no circumstances should the inclusion of such information
herein be regarded as a representation, warranty or prediction with respect to the accuracy of the
underlying assumptions by KIP REIT, the Manager, the Promoters, the Trustee, the Principal Adviser,
the Underwriter, the Bookrunner or any other person or that these results will be achieved or are likely
to be achieved. Investing in the Units involves risks.

OVERVIEW OF KIP REIT

Investment Policy

KIP REIT is a REIT established with the principal investment policy of investing, directly and indirectly,
in a portfolio of income producing Real Estate used primarily for retail purposes. The nature of KIP
REIT's investment shall be long-term, with a period of at least five years, with a focus towards
community-centric retail centres. KIP REIT may also invest in other investments as permissible in the
REIT Guidelines or as otherwise permitted by the SC, including in Real Estate-Related Assets. Any
material change to the investment policy of KIP REIT must be approved by the Unitholders.

Investment Objective

The Manager's key objective is to provide Unitholders with regular and stable distributions,
sustainable long term Unit price, Distributable Income and capital growth, while maintaining an
appropriate capital structure.
Key Investment Strategies

The Manager intends to increase the income and consequently, the value of the Subject Properties by
implementing the following strategies, including:
(i) Active asset management and enhancement strategy - The Manager will seek to optimise
the rental rates, occupancy rates and LA of the Subject Properties in order to improve the
returns from KIP REITs property portfolio;
(ii) Acquisition growth strategy - The Manager will source for and acquire properties that fit
within KIP REITs investment strategy to enhance returns to Unitholders and capitalise on
opportunities for future income and NAV growth. To support this acquisition strategy, the
Manager expects to benefit from the ROFR provided by the Promoters over the Promoters'
existing and future retail properties in Malaysia;
(iii) Capital and risk management strategy - The Manager will endeavour to employ an
appropriate mix of debt and equity in financing acquisitions and will seek to manage financing
and refinancing risks with the intention of maximising returns to Unitholders.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

2
SUMMARY OF KIP REIT

Name of REIT KIP REIT

REITtype Income stability and growth

Deed Deed dated 2 November 2016

The Manager KIP REIT Management Sdn Bhd

The Trustee Pacific Trustees Berhad

Approved size of KIP 505,300,000 Units


REIT

Authorised Investments Real Estate, SPVs, Real-Estate Related Assets, Non-Real Estate-
Related Assets, cash, deposits, money market instruments and any
other investments not specified above but specified as a permissible
investment in the REIT Guidelines or as otherwise permitted by the SC.

Authorised Investments The investments of KIP REIT are subject to the following investment
limits limits imposed by the REIT Guidelines:

(i) at least 50.0% of KIP REITs Total Asset Value must be invested
in Real Estate and/or SPVs at all times; and

(ii) not more than 25.0% of KIP REITs Total Asset Value may be
invested in Non-Real Estate-Related Assets and/or cash,
deposits and money market instruments,

provided that investments in both Real Estate-Related Assets and Non-


Real Estate-Related Assets are limited as follows:

(i) the value of KI P REITs investments in securities issued by any


single issuer must not exceed 5.0% of KIP REITs Total Asset
Value;

(ii) the value of KIP REITs investments in securities issued by any


group of companies must not exceed 10.0% of KIP REITs Total
Asset Value; and

(iii) KIP REITs investments in any class of securities must not


exceed 10.0% of the securities issued by any single issuer; or

such other limits and investments as may be permitted by the SC or the


REIT Guidelines.

3
Distribution Policy The Deed provides that the Manager, shall with the approval of the
Trustee, for each distribution period, distribute all (or such other
percentage as may be determined by the Manager at its absolute
discretion) of KIP REIT's Distributable Income. It is the intention of the
Manager to distribute up to 100.0% of KIP REIT's Distributable Income
for the Forecast Period 2017 and Forecast Year 2018 and thereafter at
least 90.0% of KIP REIT's Distributable Income on a half-yearly basis (or
such other intervals as the Manager may determine at its absolute
discretion).

The actual proportion of Distributable Income to be distributed beyond


30 June 2018, which shall be at the absolute discretion of the Manager,
may be greater than 90.0% of KIP REIT's Distributable Income to the
extent that the Manager believes it to be appropriate, having regards to
KIP REIT's funding requirements, other capital management
considerations and the availability of funds. Distributions, when made in
the form of cash, will be in Ringgit Malaysia.

The first distribution, which will be in respect of the period from KIP
REIT's date of establishment to 30 June 2017, will be paid by the
Manager within two months from the end of the said period. Please refer
to Section 1.6 "Distribution Policy" of this Prospectus for further details.

Borrowing Limitations Up to 50.0% of the Total Asset Value of KIP REIT at the time the
and Gearing Policy borrowing is incurred (or such other limit permitted by the REIT
Guidelines from time to time).

Performance Benchmark The following performance indicators can be considered in reviewing the
performance of KIP REIT: (i) distribution yield, (ii) NAV, (iii) total return
(calculated as the change in market price of the Units over a period of
time plus any distributions received during the relevant period) and (iv)
MER. The performance indicators will be used to benchmark KIP REIT
against its peers as well as against its own historical performance where
applicable.

Revaluation Policy Independent professional valuation will be obtained at least once every
three years in accordance with the REIT Guidelines or such other
shorter interval as the Manager deems necessary and these valuations
will be conducted on the bases and methods which are in accordance
with the Asset Valuation Guidelines.

Redemption Policy Unitholders have no right to request the Manager to repurchase their
Units.

Minimum Initial Minimum of 100 Units


Investment

Minimum Additional Multiples of 100 Units


Investment

Investor Profile KIP REIT may appeal to an investor with long-term investment
objectives who seeks regular income distribution and long-term capital
appreciation, and who understands the risks related to the real estate
industry and REITs.

Form The Units Will be issued in registered form and KIP REIT shall be
constituted by the Deed.

4
Board Lot 100 Units per board lot.

Quotation Main Market.

Governing Law The Deed is governed by Malaysian law.

Avenue for Advice The Manager strives to provide investors with quality information
Available to Prospective services to assist investors to make well informed investment decisions
Investors and keep abreast of developments relating to KIP REIT.

Enquiries can be made through:

(i) by telephone enquiry to business office at telephone number


+603 6252 0888 or facsimile number +603 6258 6619 during
normal business hours;

(ii) in writing to registered office at Unit S-6, Siok S, Tingkat 6,


Menara KIP, No.1, Jalan Seri Utara 1, Sri Utara Off Jalan Ipoh,
68100 Kuala Lumpur, Malaysia; or

(iii) KiP REIT's email atkipreit@kip.com.my or website at


www.kipreit.com.my

Normal business hours (Malaysian time): Monday to Friday from 9.00


a.m. to 5.00 p.m.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

5
STRUCTURE OF KIP REIT

KIP REIT Management Sdn Bhd is the manager of KIP REIT. The Manager undertakes the primary
management activities in relation to KIP REIT. The Manager's main responsibility is to manage KIP
REITs assets and liabilities for the benefit of the Unitholders, set the strategic direction of KIP REIT and
give recommendations to the Trustee on the acquisition, divestment and enhancement of assets of KIP
REIT in accordance with its stated investment strategy. The Manager is an indirect wholly-owned
company of the Promoters through Kip Homes Sdn Bhd. For further details of the Manager, please refer
to Section 6 "The Manager" of this Prospectus.

Dato' Chew Lak Seong and Dato' Ong Kook Liong are both the Promoters of KIP REIT. The Promoters
are both the co-founders of the KIP group of companies. Their expertise include property development
and investment, hospitality, retail design and development, project management, corporate
management, leasing and retail development conceptualisation.

Pacific Trustees Berhad is the trustee of KIP REIT. The Trustee provides corporate trusteeship services
for KIP REIT. For further details of the Trustee, please refer to Section 8 "The Trustee" of this
Prospectus.

Azmi & Co. (Shah Alam) Sdn Bhd is the property manager of KIP REIT. The Property Manager is
responsible for providing property management services to manage, operate, maintain and market the
Subject Properties upon the terms and conditions of the Property Management Agreement. For further
details of the Property Manager, please refer to Section 9 "The Property Manager" of this Prospectus.

KIP REIT will acquire the Subject Properties and the Related Assets in accordance with the terms of the
SPAs which are interdependent on each other. For further details of the SPAs, please refer to Section
14.3 "Salient Terms of the SPAs" of this Prospectus. The following diagram illustrates the structure of
KIP REIT and indicates the relationship between KIP REIT, the Manager, the Trustee, the Property
Manager and the Unitholders:

Unitholders

Investment in
Distributions KIP REIT

, -_ _ _ _ _-, Acts on behalf . -_ _. \ - - _ 1 . - _ - - - ,


of Unitholders Management Fee
Trustee KIP REIT Manager
Trustee's fee Management
services
Ownership of
Deposited
Property Income Property management
(vested in fees
Trustee)

Subject Properties and


other Authorised Property Manager
Investments Property
management
services

6
OVERVIEW OF THE SUBJECT PROPERTIES

KIP REITs initial portfolio will consist of the following community-centric retail centres known as KiP
Mart and a neighbourhood retail centre known as KiP Mall:

(i) KiP Mart Tampoi is a single-storey retail centre with a mezzanine floor which has commenced
operations since 23 December 2004. KiP Mart Tampoi has an LA of 163,669 sq ft as at 31
October 2016 and is located on 452,191 sq ft of land within a residential area known as Taman
Tampoi Indah, Johor Bahru;

(ii) KiP Mart Kota Tinggi is a single-storey retail centre with a mezzanine floor which has
commenced operations since 7 November 2008. KiP Mart Kota Tinggi has an LA of 72,232 sq ft
as at 31 October 2016 and is located on 168,111 sq ft of land along Jalan Maju, Kota Tinggi;

(iii) KiP Mart Masai is a single-storey retail centre with a mezzanine floor which has commenced
operations since 25 January 2011. KiP Mart Masai has an LA of 143,204 sq ft as at 31 October
2016 and is located on 472,757 sq ft of land in Taman Bukit Dahlia, Pasir Gudang;

(iv) KiP Mart Lavender Senawang is a single-storey retail centre with a mezzanine floor which has
commenced operations since 18 December 2012. KiP Mart Lavender Senawang has an LA of
115,640 sq ft as at 31 October 2016 and is located on 438,414 sq ft of land within the Lavender
Heights township area, Seremban;

(v) KiP Mart Melaka is a two-storey retail centre which has commenced operations since 26 March
2014. KiP Mart Melaka has an LA of 182,345 sq ft as at 31 October 2016 and is located on
380,310 sq ft of land in the Batu Berendam industrial area in Melaka; and

(vi) KiP Mall Bangi is a five-storey shopping centre with one level of mezzanine floor and two levels
of basement car park which was acquired by the Vendor on 26 March 2015. KiP Mall Bangi has
an LA of 261,710 sq ft as at 31 October 2016 and is located on 92,817 sq ft of land along Jalan
Medan Bangi, Bandar Baru Bangi.

The 'KiP Mart' name today is established in Johor as a one-stop community-centric retail centre catering
to communities within the lower to medium income group. Each KiP Mart has a wide range of retailers
which include a combination of a fresh market, supermarkets, general merchandise stores, convenience
stores, boutiques, telecommunication shops, gold smith and jewellery shops and food courts. In addition
to that, KiP Mart provides facilities such as ATM services, money changer, family entertainment area,
push-cart kiosks, promotion areas and free parking space. KiP Mart also organises regular promotional
events offering attractive prizes to attract shoppers.

KiP Mall Bangi is a five-storey shopping centre catering to communities within the low to medium income
groups. The range of retailers and facilities in KiP Mall Bangi are similar to those of KiP Marts. KiP Mall
Bangi also provides recreational facilities such as a bowling centre.

7
Details of the Subject Properties are set out in the table below:
Subject Properties

KiP Mart Lavender


KiP Mart Tampoi KiP Mart Kota Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi
Land area of the 42,010 (equivalent to 15,618 (equivalent to 43,921 (equivalent to 40,730 (equivalent to to 8,623 (equivalent to
individual title (sq m) 452,191 sq ft) 168,111 sq ft) 472,757 sq ft) 438,414 sq ft) 92,817 sq ft)
Tenure 99 years, expiring on 24 Freehold 99 years, expiring on 28 Freehold 99 years, expiring on 17
September 2092 December 21 08 November 2112
Individual title HSD 452673, PTD GRN 353762, Lot 28861, PN 70766, Lot 198634 GRN 262080, Lot HSD 76142, PT 6786, HSD 36945, PT 29330,
information 152711, Mukim of Pulai, Mukim of Kota Tinggi, (previously known as HSD 61344, Pekan Mukim of Bachang, District Mukim of Kajang, District
District of Johor Bahru, District of Kota Tinggi, 478086, PTD 204780), Senawang, District of of Melaka Tengah, Melaka of Ulu Langat, Selangor
Johor Darul Takzim Johor Darul Takzim Mukim of Plentong, Seremban, Negeri Darul Ehsan
District of Johor Bahru, Sembilan Darul
Johor Darul Takzim Khusus
Encumbrancesl The following charges The followinQ charges (1) The A charge over the The following charges A charge registered in
material limitations in over the Master Title are Title are charges Master Title is over the Master Title are favour of OCBC Bank
the individual title(1) registered in favour of registered in favour of Master Title are registered in favour of in favour of (Malaysia) Berhad on 23
CIMB Islamic Bank Hong Leong Bank registered in favour OCBC Bank (Malaysia) Bank Malaysia March 2015 vide
Berhad: Berhad: of OCBC Bank Berhad on 5 July 2012 Berhad: Presentation No.
(Malaysia) Berhad: vide Presentation No. 27157/2015
(a) A private caveat 18274/2012 (a) A charge registered
(a) A private caveat
registered on 2 registered on 23 (a) A private caveat on 27 April 2011 vide Other than the above, a
September 2014 November 2011 registered on 2 Other than the above, Presentation No. private caveat was
vide Presentation vide Presentation April 2010 vide a private caveat was 0400SC2011005051 lodged by the Trustee
No. 28867/2014 No. 40213/2011 Presentation lodged by the Trustee (b) A charge registered on behalf of KIP REIT
No, 11517/2010 on behalf of KIP REIT on 16 May 2012 vide vide Presentation No.
(b) A charge vide Presentation No, Presentation No. 59776/2016 on 8
(b) A charge (b) A charae
registered on 5 registered on registered on 6 12038/2016 on 8 0400SC2012006582 December 2016.
2010 vide December 2016.
November 2014 March 2012 vide (c) A charge registered
vide Presentation Presentation No. Presentation on 23 March 2016
No. 92431/2014 17560/2012 No. 34882/2010 vide Presentation No.
(c) A charge 0400SC2016002934
registered on 8
Other than the above, a Other than the above, a
private caveat was June 2015 vide
private caveat was Other than the above, a
lodged by the Trustee on lodged by the Trustee Presentation private caveat was lodged
No. 44756/2015
behalf of KIP REIT vide on behalf of KIP REIT by the Trustee on behalf of
Presentation No. vide Presentation No. (2) A charge registered KIP REIT vide
36651/2016 on 8 36654/2016 on 8 favour of OCBC Presentation No.
December 2016. December 2016. AI-Amin Bank Berhad 0400B2016004823 on 8
on 5 June 2012 vide December 2016.
Presentation No.
44290/2012

8
Subject Properties

KiP Mart Lavender


KiP Mart Tampoi KiP Mart Kota Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi
Other than the above, a
private caveat was lodged
by the Trustee on behalf of
KIP REIT vide Presentation
No. 36672/2016 on 8
December 2016.

Restrictions-i n-i nterest (1) The proprietor of the (1) The proprietor of the (1) The proprietor of the Not stated (1) This land is not (1) This land is not
in the individual title land is not permitted land is not permitted land is not permitted to allowed to be allowed to be
to offer or sell units to offer or sell units offer or sell units transferred or transferred, leased
in the (parcels) in the (parcels) in the leased except with or charged except
to be building to be building to be the consent of the with the consent of
constructed on this constructed on this constructed on this State Authority. the State Authority.
land unless the land unless the land unless the This restriction is
building has started building has started building has started exempted to the
construction in construction in construction in first buyer of the
accordance with the accordance with the accordance with the land.
plans approved by plans approved plans approved by the
the relevant local the relevant relevant local
authority. authority. authority.

(2) Parcels in the (2) Parcels in the (2) Where the land has
building erected on building erected on been sub-divided into a
this land whose this land whose 'subsidiary title', and
ownership belongs ownership belongs to ownership of the
to a a 'subsidiary title' is
Bumiputera/Bumiput Bumiputera/Bumiput transferred to a
era company, cannot era company, cannot Bumiputera, then the
thereafter be sold, thereafter be sold, land may not be
leased or transferred leased, charged or subsequently sold,
in any manner transferred in any leased, charged or
whatsoever to a non- manner whatsoever transferred to a non-
or non- to a non-Bumiputera Bumiputera without the
or non-Bumiputera consent of the State
company without the company without the Authority.
consent of the State consent of the State
Authority. Authority.

9
Subject Properties
KiP Mart Lavender
KiP Mart Tampoi KiP Mart Kota Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi
(3) Parcels in the (3) Parcels in the (3) The sub-divided
building erected on building erected on 'subsidiary title' of the
this land cannot be this land cannot be land shall not be sold
sold or transferred in sold or transferred or transferred in any
any manner in any manner manner whatsoever
whatsoever to a non- whatsoever to a to a non-Bumiputera
without the consent
company Wltnout the company of the State
consent of the State the consent of the Authority.
Authority. State Authority.
Express conditions in (1) This land is to be This land is to be (1) This land to be (1) This land is to be (1) Commercial Buildings (1 ) Commercial
the individual title used as a multi- used as a multi- used for Only. Buildings Only.
storey building for storey building for a commercial commercial
commercial purposes commercial and built according buildings only.
and built according to purposes and built the plan approved by
the plan approved by according to the the local authority.
the local authority. plan approved by
the local authority. (2) Any dirt and pollution
(2) Any dirt and pollution as a result of these
as a result of these (2) Any dirt and activities must be
activities must be pollution as a result channelled or
channelled or of these activities disposed of in the
disposed of in the must be channelled respective locations
locations or disposed of in as designated by the
the the respective local authority.
locations as
designated by the
(3) All terms and
(3) All terms and local authority.
conditions that have
conditions that have been enforced by the
been enforced by the (3) All terms and local authority from
local authority from conditions that time to time must be
time to time must be have been adhered to.
adhered to. enforced by the
local authority from
time to time must
be adhered to.

10
Subject Properties

KiP Mart Lavender


KiP Mart Tampoi KiP Mart Kota Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi
Type Leasehold Freehold Leasehold Freehold Leasehold Leasehold
Appraised Value as at 1 150,000 55,000 157,000 38,000 50,000 130,000
March 2016 (RM 000)
Related Assets based 43 2 7 71 168
on the latest available
audited financial
statements of the
Vendors (RM 000)
Purchase consideration 150,043 55,002 157,007 38,071 50,168 130,000
(RM 000)
Subject Properties 25.9 9.5 27.1 6.5 8.6 22.4
weighting (by
Appraised Value) (%)
LA as at 31 October 163,669 72,232 143,204 115,640 182,345 261,710
2016 (sq ft)
GFA as at 31 October 234,321 113,958 247,990 175,095 276,987 348,203
2016 (sq
Number of tenancies as 277 153 260 76 80 160
at 31 October 2016
Occupancy Rate for the 97.3 94.6 92.6 72.6 65.8 90.3
4-month period ended
31 October 2016 (%)
Number of car park 579 196 628 584 520 475
bays as at 31 October
2016
Number of motorcycle 210 112 214 85 140 65
bays as at 31 October
2016

Note:
(1)
The charges over Master Title of each Subject Property will be discharged by the respective banks for a/l the Subject Properties in accordance to the terms and conditions of the SPAs dated
4 November 2016 for the Acquisitions.

11
COMPETITIVE STRENGTHS AND INVESTMENT HIGHLIGHTS

The Manager believes that an investment in KIP REIT offers the following investment attractions to
Unitholders:

Strategic and diversified location of the Subject Properties with potential for future growth

The Subject Properties are spread across townships in different states around Malaysia and primarily
located in strategic and diversified locations in Johor, Negeri Sembilan, Melaka and Selangor thus
providing investors with geographical diversification within Malaysia. All of the Subject Properties are
easily accessible from the main thoroughfare of their respective towns and most of the Subject
Properties are highly visible from the main thoroughfare.

The Subject Properties are also primarily located close to major residential catchments comprising
neighbourhoods with residents within the lower to middle-income brackets which augurs well with its
target catchment market. The detailed breakdown of the estimated population catchment (within 5 km
radius) and its respective average monthly household income is as follows:

Estimation of population
within a 5 km radius of the Monthly Household
Subject Properties Subject Properties Income Group Income I State
KiP Mart Tampoi 288,653 Lower to middle RM6,207 / Johor
KiP Mart Kota Tinggi 59,827 Lower to middle RM6,207 I Johor
KiP Mart Masai 247,076 Lower to middle RM6,207 I Johor
KiP Mart Lavender 140,061 Lower to middle RM5,271 I Negeri
Senawang Sembi Ian
KiP Mart Melaka 236,228 Lower to middle RM6,046 I Melaka
KiP Mall Bangi 187,538 Middle RM8,252 / Selangor

Source: Independent Market Report

Most of the Subject Properties are also located close to commercial and industrial properties
development which generates economic activities and employment in their respective towns as well as
providing larger catchment for most of the KiP Marts.

According to the Independent Property Market Consultant, based on the local plan of the respective
location of the Subject Properties, the majority of the future plans for development of the respective
location of the Subject Properties are mainly concentrated on residential and commercial developments
which may increase the retail traffic of the Subject Properties in the future. In addition, based on the
Seremban local plan, the future infrastructure plan includes a proposed Light Rail Transit station to be
located opposite KiP Mart Lavender Senawang and is expected to provide a connection to Senawang
town centre which will increase the accessibility of KiP Mart Lavender Senawang and may result in an
increase in retail traffic.

Opportunity to invest in a unique portfolio

Investors will have an opportunity to invest in a unique portfolio as KIP REITs portfolio comprises of five
KiP Mart properties that are a hybrid between a traditional wet market and a conventional shopping
centre, and a KiP Mall which is a neighbourhood conventional shopping mall, all of which cater to lower
to middle-income customers.

KIP REITs business model is such that many of its tenants target daily needs and basic necessities of
the shoppers and hence, its business model may represent a strength during adverse economic
conditions when consumers are more prudent in spending and will actively source for value-for-money
products or services that are commonly found in KiP lV\art.

12
Community retail centres such as KiP Marts represent a viable alternative to the traditional hypermarket
and neighbourhood centres by providing competitive offering to the lower to middle income groups in
smaller towns and secondary markets in the country. The advantage of such community retail centres is
the wider range of local products as compared to hypermarket especially fresh produce. These
community retail centres have also the added advantage in localising the merchandises offered in order
to cater to the preference of the surrounding community or neighbourhood as the wet market stalls
within the community retail centres are operated by traditional market stall holders themselves. KIP REIT
represents this new community-centric retail centre category and thrives well particularly in smaller
towns or lower to middle-income neighbourhoods.

The community-centric retail concept is sustainable as it is not dependent on a single operator and has
the attraction of a hypermarket in terms of size as it mimics the structure of hypermarkets but it has a
versatility that hypermarkets lack due to its multi-trader nature. KIP REITs primary catchment market
does not require the scale and size of catchments that hypermarkets need to survive.

KIP REITs business model is such that many of its tenants target daily needs and basic necessities of
the shoppers. This is a strength during adverse economic conditions when consumers are more prudent
in spending and will actively source for value-for-money products or services that are commonly found in
KiP Mart.

Diversified tenant base

The tenants of the Subject Properties range from a variety of trades ranging from amongst others, fresh
market, supermarket, fashion apparel, IT and electrical products and food and beverage. As at 31
October 2016, the Subject Properties had a total of 1,006 tenancies where no single tenant contributed
more than 5.0% of Gross Rental Income. The detailed breakdown of the trade mix analysis by LA and by
Gross Rental Income as at 31 October 2016 in respect of the Subject Properties are as follows:

Beauty health Sundry and Jewellery


. and w~lIness services (0.8%)
Furniture and (3.0%) (1.2%)
show gallery
(3.2%)

and leisure
(5.4%)

Detailed breakdown of the trade mix analysis by LA

13
Sundry and Jewellery
Entertamment services 1.9%
and leisure 2.1 %
Furniture and 3.0%
show gallery
3.7%
Beauty, health
and wellness
5.9%

Detailed breakdown of the trade mix by Gross Rental Income

Malaysian demographics which are supportive of the retail markets

Malaysia recorded a population of 31.0 million as at 2015 and grew at a CAGR of 1.8% from 2005 to
2015. Malaysia is a country with a young population with a median age of 26.2 years in 2010, with more
than 49.0% of the population below 27 years old. From 2010 to 2015, the population growth in the states
in which the Subject Properties are located range from 5.4% to 11.6% whilst the median age in the
states in which the Subject Properties are located range from 26 to 27 years old. The strong population
growth and the relatively young median age are expected to be the main growth drivers of the retail
sector as the population enters into the workforce and contribute to higher demand in the retail sector

In addition, urban migration is also an important factor contributing to growth in the retail sector. The
urbanisation rate of the states in which the Subject Properties are located are high, with more than
70.0% of their respective populations urbanised. The urbanisation results in a higher concentration of
population in the specific areas within the localities in which each of the Subject Properties is located.

Conservative capital structure providing financial flexibility

Upon Listing, KIP REIT's debt to asset ratio will be approximately 14.8%, which is lower than that of the
average Malaysian REIT, of approximately 32.0% as at 30 September 2016. This would allow KIP REIT
the opportunity to undertake borrowings for future acquisitions or any asset enhancement that it intends
to make. Based on a debt to asset ratio of 50.0%, which is the maximum borrowings ratio for a REIT, the
Manager could raise up to RM204.0 million of additional debt based on a Total Asset Value of RM580.3
million.

14
Experienced Promoters and management team

Dato' Chew Lak Seong and Dato' Ong Kook Liong, being the Promoters of KIP REIT have over between
35 years and 27 years of experience respectively in the property development and investment,
hospitality, retail design and development, project management, corporate management, leasing and
retail development conceptualisation. The Promoters have initiated the conceptualisation of the KiP Mart
business model as a community-centric retail centre and have been actively involved in the growth and
development of the business for the past decade. Dato' Chew Lak Seong and Dato' Ong Kook Liong are
the Managing Director and Executive Director of the Manager, respectively.

The Manager and the management team consist of experienced retail real estate professionals, many of
whom have been with the KIP group of companies for several years managing, amongst others, the
respective Subject Properties. Therefore, they maintain familiarity and in-depth knowledge of managing
the Subject Properties in the respective locations, making them uniquely positioned to stimulate the
future growth of KIP REIT.

The management team of the Manager is led by the Chief Executive Officer, Lim Han Gie, who jOined
KIP group of companies as the general manager overseeing the property development projects and the
operations of KiP Marts in Malaysia. He was involved in the implementation of the KiP Mart business
model and has led the introduction of three KiP Marts which are located in Tampoi, Kota Tinggi and
Masai in Malaysia's southern region, all of which have maintained an average Occupancy Rate of above
90.0% in the last five years.

The profiles of the Promoters and the management team members are as set out in Section 6.4.1 and
6.5.1 of this Prospectus, respectively.

Growing pipeline serves as platform for future growth

Future growth opportunities can be achieved through the optimisation of the management of the existing
property portfolio of KIP REIT as well as through the potential acquisition of additional properties. The
Promoters and the Manager intend to expand KIP REIT in the future, through the acquisition of other
properties.

The Trustee currently holds ROFRs for the acquisition of KiP Mall Kota Warisan, KiP Mart Sendayan,
KiP Mart Sungai Buloh, KiP Mart Kuantan and KiP Mart Sungai Petani. KiP Mall Kota Warisan is
currently under construction and is expected to be completed in 2017, whilst the other properties are in
their planning stages and expected to be completed by 2019. The Promoters have also provided the
Trustee with a ROFR for the acquisition of retail properties including purpose-built community-centric
retail centres of similar concept to KiP Mart and those within mixed developments.

The acquisition of the aforementioned properties are subject to, due diligence and assessment of
commercial viability. The aforementioned properties are expected to be similarly positioned as the
Subject Properties in terms of, amongst others, a community-centric retail centre, and shopper and
. tenancy profile.

The Manager may also explore the acquisition of properties developed by third parties should they meet
i the investment criteria and investment objective of KI P REIT.

15
PRINCIPAL STATISTICS RELATING TO THE OFFERING

The Offering 234,150,000 Offer Units offered under the Institutional Offering and the Retail
Offering

The Institutional 220,650,000 Offer Units, subject to Clawback and Reallocation, by way of
Offering placement to:

(i) Bumiputera investors approved by MITI; and

(ii) Malaysian institutional investors and selected investors

at the Institutional Price.

The Retail Offering 13,500,000 Offer Units, subject to Clawback and Reallocation, to the
Malaysian Public, and eligible directors and employees of the Manager, the
Vendors, and the Eligible Companies.

Retail Price The Retail Price of RM [e] per Offer Unit was determined and agreed upon by
the Manager, the Principal Adviser, the Bookrunner and the Underwriter after
taking into consideration the following factors:

(i) the financial history and condition of the Subject Properties;

(ii) the pro forma NAV per Unit upon Listing of approximately RMO.98;

(iii) the forecast distribution yields of KIP REIT;

(iv) the future prospects of KIP REIT; and

(v) the prevailing capital and property market conditions and sentiments.

The Final Retail Price will be determined after the Institutional Price is fixed
on the Price Determination Date and will be equal to the lower of:

(i) the Retail Price of RM [e] per Offer U nit; and

(ii) the Institutional Price.

Prospective retail investors should be aware that the Final Retail Price will
not, in any event, be higher than the Retail Price.

Institutional Price The price per Offer Unit payable by the investors pursuant to the Institutional
Offering which will be determined by way of bookbuilding.

Expected Gross Based on an illustrative issue price of RM 1.00 per Offer Unit, the Offering is
Proceeds expected to raise gross proceeds of approximately RM234.2 million arising
from the issuance of 234,150,000 Offer Units.

Utilisation of Assuming full subscription under the Offering and based on an illustrative
Proceeds issue price of RM 1.00, the following table illustrates the allocation of the
gross proceeds from the Offering.

16
Estimated timeframe for
(RM 000) utilisation upon Listing
Part payment of the purchase 222,141 Immediate
consideration for the Acquisitions (1)
Listing expenses (2) 10,909 Immediate
Expenses relating to Financing 1,100 Immediate
Facilities
Total 234,150
Notes:
(1)
The balance of the purchase consideration for the Acquisitions will be settled
through the issuance of Consideration Units from the Offering and the funds
received from the drawdown of the Financing Facilities.
(2)
Listing expenses include estimated expenses incurred in relation to the
Offering such as underwriting fees and commissions, placement commission
and brokerage, professional and advisory fees, regulatory fees and other
Offering-related expenses and contingencies. If the actual listing expenses are
less than the estimated amount, the surplus shall be allocated for working
capital purposes. If the actual listing expenses are greater than the estimated
amount, the deficit shall be funded through the Financing Facilities.

In the event the actual proceeds raised is higher than the estimated amount
of approximately RM234.2 million, the amount used for part payment of the
purchase consideration for the Acquisitions will be correspondingly higher. As
a result. the amount of proceeds to be drawn from the Financing Facilities for
the Acquisitions will be correspondingly lower in view that the cash
consideration component of the Acquisitions has been fixed at approximately
RM309.1 million. See Section 3.9 "Utilisation of Proceeds" of this Prospectus
for further details.

17
FINANCIAL HIGHLIGHTS

KIP REIT's Pro Forma Statement of Financial Position

The following is an extract from Section 4.1 "Pro Forma Statement of Financial Position" of this
Prospectus.

As at the date of its establishment, KIP REIT will not have any assets and liabilities. The following table
presents the Pro Forma Statement of Financial Position of KIP REIT, prepared for illustrative purposes
only, to show the effects of the Acquisitions based on the assumption that such events had been
effected on the date of establishment of KIP REIT and are not represented as being necessarily
indicative of KIP REITs view of its future financial position. KIP REITs Pro Forma Statement of
Financial Position should be read in conjunction with the "Reporting Accountants' Letter on the Pro
Forma Statement of Financial Position" in Appendix D and the related notes in this Prospectus.

KIP REITs Pro Forma Statement of Financial Position has been prepared for illustrative purposes using
the financial statements of the vendors, namely:

(i) Kipmart Tampoi Sdn. Bhd.;

(ii) Genius Chance Sdn. Bhd.,

(iii) Enrich Assets Sdn. Bhd.;

(iv) Setia Wirajaya Sdn. Bhd.;

(iv) Projek Impiana Sdn. Bhd.; and

(v) Landasan Primamaju Sdn. Bhd.

which are prepared in the manner consistent with the format and the accounting policies to be adopted
by KIP REIT as set out in Section 4.4.4 "Significant Accounting Policies" of this Prospectus.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

18
As at 2 November 2016
Pro forma After
Acquisitions and Offerings

RM 000
ASSETS

NON-CURRENT ASSETS
Investment properties 580,000
Plant and equipment 291

580,291

CURRENT ASSETS
Cash and bank balances 1,757
Deposits with licensed bank 15,770

17,527

TOTAL ASSETS 597,818

FINANCED BY:
Unitholders' funds(l) 494,391

CURRENT LIABILITIES
Deferred income 34
Tenant deposits 12,901

12,935

NON-CURRENT LIABILITIES
Borrowi ng s(2) 85,900
Tenant deposits 4,592

90,492

TOTAL EQUITY AND LIABILITIES 597,818

NAV (RM 000) (3) 494,391


Units in issue (000) 505,300
NAV per unit (RM) (4) 0.98

Notes:
(1)
Unitholders' capital of RM505.3 million net of estimated expenses of RM10.1 million in relation to
the issue of the Units recognised in equity and net of estimated expenses of RMO.B million
recognised in the profit and loss.
(2)
The carrying amount of the borrowings of RMB7.0 million net of estimated transaction costs of
RM1.1 million.
(3)
NA V represents the value of KIP REIT's assets less all liabilities.
(4)
NAV per unit is computed based on NA V divided by number of Units issued by KIP REIT.

19
Pro Forma Net Property Income

The following is an extract from Section 4.3 "Pro Forma Net Property Income" of this Prospectus.

The following table presents the pro forma net property income of KIP REIT for the FY2014, FY2015 and
FY2016. The pro forma net property income should be read in conjunction with Section 4.4
"Management's Discussion and Analysis of Financial Condition and Results of Operations" of this
Prospectus.

The objective of the pro forma net property income of KIP REIT Is to show what the results of operations
might have been had KIP REIT existed at an earlier date. However, the pro forma net property income of
KIP REIT Is not necessarily indicative of the results of operation that would have been attained had KIP
REIT actually existed earlier.

The pro forma net property income of KIP REIT for the FY2014, FY2015 and FY2016 have been
prepared based on the Vendors' audited financial statements for the FY2014, FY2015 and FY2016,
save and except for Landasan Primamaju Sdn Bhd and Kipmart Tampoi Sdn Bhd as Vendors for KiP
Mall Bangi and KiP Mart Tampoi, respectively, where the financial year end for both of these entities are
as at 31 December. The proforma net property income of KIP REIT has been prepared based on the
management accounts of:

(I) Dunia Raya Enterprise Sdn Bhd, (as the previous owner of KiP Mall Bangi prior to its acquisition
by Landasan Primamaju Sdn Bhd) for its 12-month period ended 30 June 2014 and 9-month
period ended 31 March 2015;

(ii) Landasan Primamaju Sdn Bhd for the 3-month period ended 30 June 2015 and the 12-month
period ended 30 June 2016; and

(iii) Kipmart Tampoi Sdn Bhd for the 12-month period ended 30 June 2014, 30 June 2015 and 30 June
2016.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK


--------'

20
RMOOO FY2014 FY2015 FY2016

Gross Rental Income 48,304 51,632 53,006

Other income 7,635 10,167 11,349


Total Revenue 55,939 61,799 64,355

Utilities 8,321 10,395 10,874


Maintenance and 5,468 4,064 2,726
housekeeping
expenses
Quit rent and 837 1,269 1,263
assessment
Reimbursable costS(1) 4,411 4,233 4,606
Marketing and 2,158 1,678 1,033
advertising
Other operating 1,988 1,886 1,616
expenses

Property Operating 23,183 23,525 22,118


Expenses

NPI 32,756 38,274 42,237

Note:
(1)
Reimbursable costs relating to the staff costs of the Vendors of the Subject Properties.

Further details of the components of Total Revenue and Property Operating Expenses are set out in
Section 4.4.5 and 4.4.6, respectively.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

21
Profit Forecasts

The following is an extract from Section 4.5 "Profit Forecasts" of this Prospectus. Statements
contained in this "Profit Forecast" section that are not historical facts may be forward-looking
statements. Such statements are based on the assumptions set forth in this section of the Prospectus
and are subject to certain risks and uncertainties which could cause actual results to differ materially
from those estimates and forecasts. Under no circumstances should the inclusion of such information
herein be regarded as a representation, warranty or prediction by any of KIP REIT, the Manager, the
Promoters, the Trustee, the Principal Adviser, the Bookrunner, the Underwriter or any other person
that the underlying assumptions will materialise, or that these results will be achieved or are likely to
be achieved. See the Section on "Forward-looking Statements" and Section 5 "Risk Factors" of this
Prospectus for further details. Investors in the Units are cautioned not to place undue reliance on
these forward-looking statements which are made only as of the date of this Prospectus.

None of KIP REIT, the Manager, the Promoters, the Trustee, the Principal Adviser, the
Bookrunner or the Underwriter guarantees the performance of KIP REIT, the repayment of
capital or the payment of any distributions, or any particular return on the Units. The forecast
yields stated in the following table are calculated based on the illustrative Retail Price of
RM1.00

Such yields will vary accordingly for investors who purchase Units at a price that differs from
the Retail Price.

Investors are cautioned that rental yield on the Subject Properties to be held by KIP REIT is
not equivalent to the yield of the Units. Current rental receipts and yields may not sustain. The
values of the Subject Properties may rise as well as fall.

The following table shows KIP REIT's Profit Forecasts for the Forecast Period 2017 and Forecast
Year 2018. The financial year end of KIP REIT is 30 June. The Forecast Period 2017 has been
prepared assuming that the first financial period is the 8-month period ending 30 June 2017, and the
date of establishment of KIP REIT of 2 November 2016. The Profit Forecast is based on the
assumptions set out below and has been examined by the Reporting Accountants and should be read
together with the "Reporting Accountants' Letter on the Profit Forecast" set out in Appendix E, as well
as the assumptions and the sensitivity analysis set out in this section of the Prospectus.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

22
Forecast Period Forecast Year
2017 2018
(RM 000) (RM 000)

Gross Rental Income 36,147 56,069


Other Income 11
Total Revenue 43,640 67,574

Utilities 7,385 11,330


Maintenance and housekeeping expenses 2,341 5,458
Quit Rent and Assessment 852 1,278
Reimbursable costs 3,409 5,246
Marketing and advertising 1,281
Other Operating Expenses 1,891
Property Operating Expenses

Net Property Income 27,620 41,090


Interest Income 260 390
Net Investment Income 41

Less:
Manager's management fees 1,824 3,313
Trustee's Fee 67 100
Other Trust Expenses 1,168 578
Borrowing Costs 4,461
Profit before Taxation 21,847 33,028
Taxation
Total comprehensive income 21,847 33,028

Total comprehensive income 21,847 33,028


Add: Non cash items(1) 186 278
33,306
Total available distributable income 22,033
Assumed distribution rate 100% 100%
Distributable income(2) 22,033 33,306

Number of Units in issue (000) 505,300 505,300


Distribution rate 100.0% 100%
Distribution cover (times) 1.00 1.00
Distribution per Unit (sen) 6.54(3) 6.59
Illustrative Retail Price (RM/Unit) 1.00 1.00
Distribution Yield on Retail Price 6.54% 6.59%

Notes:
(t)
Non-cash items comprise amortisation of capitalised borrowing costs and depreciation of plant
and equipment.
(2)
As defined in Section 10.8 of this Prospectus.
(3)
Distribution for the Forecast Period 2017 has been annualized.

23
RISK FACTORS

Prospective investors should carefully consider certain risks connected with an investment in the Units,
as set out in Section 5 "Risk Factors" of this Prospectus.

Risks Relating to the Subject Properties

(i) The loss of key tenants or a downturn in the business of Subject Properties' key tenants may
have a material adverse effect on the financial condition and results of operations of KIP REIT.

(ii) The Subject Properties have tenancy cycles in which a substantial number of the tenancies
expire in certain years.

(iii) The Subject Properties may face increasing competition from other properties.

(iv) The Subject Properties might be adversely affected if the Manager and the Property Manager do
not provide adequate management and maintenance.

(v) The due diligence on the Subject Properties may not have identified all material defects,
breaches of laws and regulations and other deficiencies.

(vi) Renovations, asset enhancement works and physical damage to the Subject Properties may
disrupt the business and operations of the Subject Properties and collection of Gross Rental
Income or otherwise resulting in an adverse impact on the financial condition and results of
operations of KIP REIT.

(vii) The Subject Properties may require significant capital expenditure beyond the Manager's
current estimate and KIP REIT may not be able to secure funding.

(viii) The Appraised Values of the Subject Properties are based on various assumptions which may
or may not materialise and the price at which KIP REIT is able to sell the Subject Properties in
the future may be lower than the acquisition value of the Subject Properties.

(ix) KIP REIT is dependent on third parties for certain services.

(x) KIP REIT may suffer material losses in excess of insurance proceeds or KIP REIT may not put
in place or maintain adequate insurance in relation to the Subject Properties and its potential
liabilities to third parties.

(xi) Completion of the SPAs and transfer of certain contracts or licences may not occur.

(xii) Subject Properties which are subject to Restrictions on the Transfer of Land.

(xiii) The Subject Properties or any part of them may be acquired compulsorily.

Risks Relating to KIP REIT's Operations

(i) The Total Revenue earned from, and the value of, the Subject Properties may be adversely
affected by a number of factors.

(ii) Operating risks inherent to the retail property industry and increases in operating and other
expenses of the Subject Properties may have an adverse effect on KIP REITs financial
condition and results of operations.

(iii) Increase in living costs could materially and adversely affect KIP REITs total revenue and
profitability.

(iv) KIP REIT depends on certain key personnel and the loss of any key personnel may adversely
affect its operations.

24
(v) The removal of the Manager may have an adverse effect on KIP REIT's financial condition and
results of operations.

(vi) KIP REIT may be adversely affected by the illiquidity of real estate investments and the lack of
alternative uses and may be exposed to a higher level of risk compared to more diversified
investments.

(vii) KIP REIT is subject to third-party litigation risk by customers, contractors and tenants of the
Subject Properties which may result in significant liabilities and damage to KIP RE1T's
reputation.

(viii) KIP REIT is exposed to economic and real estate market conditions (including uncertainties and
instability in global market conditions and increased competition in the retail property market).

(ix) Adverse change in consumer preference may adversely affect KIP REIT.

(x) KIP REIT will rely on KiP Mart Tampoi. KiP Mart Masai and KiP Mall Sangi for a substantial
portion of its I\IPI.

(xi) Possible change of investment strategies may adversely affect Unitholders' investments in KIP
REIT.

(xii) KIP REIT is subject to risks inherent in concentrating investments primarily in retail properties in
a single country.

(xiii) Potential conflicts of interest among KIP REIT. the Manager and the Promoters or its
subsidiaries may result in corporate actions and business decisions that are not in the
Unitholders' best interests.

(xiv) KIP REIT is a newly established entity without an established operating history for investors to
rely on in making an investment decision.

(xv) The Manager may not be able to successfully implement its investment strategies for KIP REIT.

(xvi) KIP REIT may be subject to GST.

(xvii) KIP REIT may not meet the requirements to enjoy tax exemptions under Section 61A of the
Income Tax Act by virtue of, among others tax adjustments which could affect the requirement
of 90.0% distribution of taxable income or changes in tax laws.

(xviii) KIP REIT may face risks associated with debt financing and existing and future debt facilities
and debt covenants may limit or affect KIP REIT's operations.

(xix) The amount KIP REIT may borrow is limited, which may affect the operations and expansion of
KIP REIT.

(xx) Occurrence of any acts of God, war and terrorist attacks may adversely and materially affect the
business and operations of the Subject Properties.

(xxi) The outbreak of an infectious disease or any other serious public health concerns in Asia and
elsewhere may adversely impact the business, financial condition and results of operations of
KIP REIT.

(xxii) KIP REIT is exposed to political risks.

25
Risks Relating to an Investment in the Units

(i) The actual performance of KIP REIT and the Subject Properties could differ materially from the
forward-looking statements in this Prospectus.

(ii) There has been no prior market for the Units, the listing of the Units on the Main Market may not
result in an active or liquid market for the Units.

(iii) KIP REIT's Pro Forma Statement of Financial Position and Pro Forma Net Property Income
included herein may not reflect actual financial position and results.

(iv) The sale of a substantial number of Units by the Major Unitholders and/or any of their
transferees of the Units (following the lapse of the lock-up arrangements) could adversely affect
the price of the Units.

(v) Unitholders who do not or are not able to partiCipate in future equity financing by KIP REIT will
experience a dilution in their interest in KIP REIT.

(vi) The price of the Units may decline after the Listing.

(vii) There is no assurance that KIP REIT will be able to make distribution to Unitholders or maintain
any given level of distribution.

(viii) The Manager is not obliged to redeem Units.

(ix) The NAV per Unit may be diluted if new Units are issued and priced below the current NAV per
Unit.

(x) Cyclical market and economic conditions may affect the price and demand for the Units.

(xi) The laws, regulations and accounting standards in Malaysia may change, including the
introduction of new or revised legislation, regulations, guidelines or directives affecting REITs.

(xii) The Malaysian Ringgit may be subject to exchange controls.

(xiii) Foreign investment in Malaysia assets may be subject to further controls.

(xiv) Unitholders may be unable to recover claims brought against the Manager as the lVIanager is
not an entity with significant assets.

(xv) There may be a delay or failure in Listing of the Units.

(xvi) There is no assurance that the Units will remain listed on Bursa Securities and/or not be
suspended from trading.

26
FEES AND CHARGES

There are fees and charges involved and investors are advised to consider them before investing
in KIP REIT.

The following is a summary of the amount of certain fees and charges payable by the Unitholders in
connection with the purchase, sale and holding of their investments in KI P REIT or trading of the Units
on Bursa Securities (so long as the Units are listed):

Payable by the Unitholders directly Amount na\,anlle

(a) Bursa Securities clearing fee 0.03% of the transaction value, subject to a maximum
of RM1,OOO.00 per transaction
(b) Brokerage A percentage of the transaction value prescribed by or
negotiated with the ADAs, subject to a minimum of
RM40.00 per transaction save for (i) online routed
retail transactions, (ii) transactions executed in less
than a board lot and (iii) transactions paid with cash
upfront, for which the minimum brokerage fees are
fully negotiable
(c) Stamp duty RM1.00 for every RM1,OOO.00 or fractional part of the
transaction value, subject to a maximum of RM200.00
per transaction

The above rates may be subject to changes by the relevant parties. Further information on the charges
you may incur from the trading of Units on Bursa Securities may be found on Bursa Securities' website
at www.bursamalaysia.com.
The following is a summary of certain fees and charges payable by KIP REIT in connection with the
establishment and on-going management and operation of KIP REIT.
Payable by KIP REIT Amount payable
(a) Management Fee (Payable to the The Manager may elect to receive the Management Fee
Manager) in cash or Units or a combination of cash and Units (as it
may in its sole discretion determine). The Manager is
entitled under the Deed to the following Management
Fees (exclusive of goods and service tax, if any):

(i) Base Fee

Up to 1.0% per annum of the Total Asset Value


of KIP REIT (excluding cash and bank balances)
in the relevant financial year.

The Manager intends to charge a Base Fee of


0.4% and 0.5% per annum of the Total Asset
Value of KIP REIT (excluding cash and bank
balances) for the Forecast Period 2017 and
Forecast Year 2018 respectively.

(ii) Performance Fee

Up to 5.0% per annum of the Net Property


Income of KIP REIT in the relevant financial year.

The Manager intends to charge a Performance


Fee of 1.0% per annum of the Net Property
Income of KIP REIT for the Forecast Period 2017
and Forecast Year 2018.

27
(iii) Acquisition Fee

1.0% of each of the following as is applicable


(subject to there being no double-counting):

(a) in relation to an acquisition (whether


directly or indirectly through the
Trustee or one or more SPV of KIP
REIT) of any Real Estate or Real
Estate-Related Assets, the transaction
value (being the total purchase price)
of any Real Estate or any Real Estate-
Related Assets purchased by KIP
REIT or its SPV (pro-rated, if
applicable, to the proportion of KIP
REIT's interest): or

(b) in relation to an acquisition (whether


directly or indirectly through one or
more SPV of KIP REIT) of any SPV or
holding entities which holds Real
Estate, the underlying value of any
Real Estate (pro-rated, if applicable, to
the proportion of KIP REIT's interest).

Any payment to third party agents or brokers in


connection with the acquisition of any Real
Estate and Real Estate-Related Assets for KIP
REIT shall not be paid by the Manager out of the
acquisition fee received or to be received by the
Manager (but shall be borne by KIP REIT).

The Acquisition Fee is payable with respect to all


transactions (which includes related party and
non-related party transactions), including
acquisitions from the Promoters.

For the avoidance of doubt, no Acquisition Fee is


payable with respect to the Acquisitions

(iv) Divestment Fee

0.5% of each of the following as is applicable


(subject to there being no double-counting):

(a) in relation to a disposal (whether


directly or indirectly through the
Trustee or one or more SPV of KIP
REIT) of any Real Estate or Real
Estate-Related Assets, the transaction
value (being the total sale price) of any
Real Estate or Real Estate-Related
Assets disposed of by KIP REIT or its
SPV (pro-rated, if applicable, to the
proportion of KIP REIT's interest); or

(b) in relation to a disposal (whether


directly or indirectly through one or
more SPV of KIP REIT) of any SPV or
holding entities which holds Real
Estate, the underlying value of any
Real Estate (pro-rated, if applicable, to
the proportion of KIP REIT's interest).

28
Any payment to third party agents or brokers in
connection with the sale or divestment of any
Real Estate and Real Estate-Related Assets for
KIP REIT shall not be paid by the Manager out of
the divestment fee received or to be received by
the Manager (but shall be borne by KIP REIT).

The Divestment Fee is payable with respect to all


transactions (which includes related party and
non-related party transactions), including
divestments to the Promoters, as well as for
compulsory acquisitions.

(b) Trustee's fee (Payable to the Trustee) RM100,000.00 per annum payable upon the execution of
the Deed for the first three (3) years and thereafter at
such rate to be mutually agreed between the Manager
and the Trustee. Any additional trustee's fee for
acquisition of new properties after the commencement of
KIP REIT are to be mutually agreed between the
Manager and the Trustee. In any case, the annual
trustee's fee in aggregate shall be up to the maximum
rate of 0.05% per annum of the NAV of KIP REIT. For
avoidance of doubt, the annual trustee's fee in aggregate
for the first three (3) years upon the execution of the
Deed shall not be less than RM100,000.00 per annum.

(c) Property Management Fee (Payable to The Property Manager is entitled to receive
the Property Manager) RM12,000.00 (excluding GSn per month for the
management and operation of the Subject Properties.

In addition, the Property Manager is also entitled to full


reimbursement of costs and expenses properly incurred
in the operation, maintenance, management and
marketing of the Subject Properties, including fees and
reimbursements for similar permissible expenses
payable to its services provider(s).

(d) Other REIT expenses These include:

auditor's fee;
valuation fee;
professional fees;
reporting fees;
borrowing costs;
annual listing fee;
tax consultant's fee;
printing, posting and general expenses that are
directly related to and necessary for the
administration of KI P REIT; and
all other expenses related to KIP REIT as provided
for in the Deed.

For the avoidance of doubt, any rebates and soft commissions shall be paid in accordance with the REIT
Guidelines. For further details of the fees and charges, please refer to Section 3.12 "Brokerage,
i Commissions and Other Fees and Charges", Section 6.6 "Management Fees", Section 8.5 "Trustee's
Fee" and Section 9.5 "Property Management Fee" of this Prospectus.

29
1. DETAILED INFORMATION ON KIP REIT

1.1 OVERVIEW OF KIP REIT

Investment Policy

KIP REIT is a REIT established with the principal investment policy of investing, directly and
indirectly, in a portfolio of income producing Real Estate used primarily for retail purposes. The
nature of KIP REITs investment shall be long-term, with a period of at least five years, with a
focus towards community-centric retail centres. KIP REIT may also invest in other investments as
permissible in the REIT Guidelines or as otherwise permitted by the SC, including in Real Estate-
Related Assets. Any material change to the investment policy of KIP REIT must be approved by
the Unitholders.

Investment Objective

The Manager's key objective is to provide Unitholders with regular and stable distributions,
sustainable long term Unit price, Distributable Income and capital growth, while maintaining an
appropriate capital structure.

1.2 STRUCTURE OF KIP REIT

The following diagram illustrates the structure of KIP REIT as well as key relationships between
KIP REIT, the Manager, the Trustee, the Property Manager and the Unitholders.

Unitholders

Investment in
Distributions
KIP REIT

Acts on behalf
, - - - - - - - - , of Unitholders , -_ _-'-_.....L._ _- - , Management Fee

Trustee KIP REIT Manager


Trustee's fee Management
services
Ownership of
Deposited
Property Income Property management
(vested in fees
Trustee)

Subject Properties and


Property Manager
other Authorised
Investments Property
management
services

30
1.3 STRATEGIES

The Manager intends to increase the income and consequently, the value of the Subject
Properties by implementing the following strategies, including:

(i) Active asset management and enhancement strategy The lVIanager will seek to
optimise the rental rates, occupancy rates and LA of the Subject Properties in order to
improve the returns from KIP REIT's property portfolio;

(ii) Acquisition growth strategy - The Manager will source for and acquire properties that
fit within KIP REIT's investment strategy to enhance returns to Unitholders and capitalise
on opportunities for future income and NAV growth. To support this acquisition strategy,
the Manager expects to benefit from the ROFR provided by the Promoters over the
Promoters' eXisting and future retail properties in Malaysia;

(iii) Capital and risk management strategy - The Manager will endeavour to employ an
appropriate mix of debt and equity in financing acquisitions and will seek to manage
financing and refinancing risks with the intention of maximising returns to Unitholders.

1.3.1 Active Asset Management Strategy

The Manager will seek organic growth of the Subject Properties by working closely with
the Property Manager to maximise occupancy rates, rental rates and LA. The Manager
intends to achieve optimal occupancy rates and rental rates of the Subject Properties by
actively pursuing new leasing opportunities. Where appropriate, to enhance rental rates
while maintaining high occupancy rates, the lVIanager seeks to maintain high levels of
tenant satisfaction and mitigate risks relating to new tenancies and tenancy renewals by
actively managing the tenant mix of the Subject Properties. In order to enhance the LA,
the Manager will explore opportunities to add lettable area to the Subject Properties as
appropriate.

The Manager, by working closely with the Property Manager, will seek to do the
following:

(i) Actively managing and leasing the Subject Properties

The Manager strives to increase occupancy rates of the Subject Properties


beyond the current level and where applicable, endeavour to maintain the
existing occupancy rates by securing new tenants, pro-actively managing lease
renewals, and minimising the void periods arising from non-renewals and early
termination of leases.

The Manager believes that there will be opportunities to pursue various


initiatives to improve the overall profitability of the Subject Properties that
include:

(a) actively marketing the Subject Properties to secure or source new


tenants for existing and/or impending vacant space;

(b) regularly reviewing rental rates vis-a-vis market rates for possible
upward adjustments in accordance with the lease agreements and
market conditions, and improving the rental rates upon expiry or
renewal;

(c) actively engaging in renewal negotiations with tenants whose leases are
approaching expiry;

(d) actively monitoring rental arrears and other aspects of tenant


performance to minimise bad debt.

31
(ii) Continual improvement of tenant mix and facility layout

As each Subject Property serves its surrounding communities with their own
distinct characteristics and socio-economic environment, the Manager intends to
actively monitor and research relevant market trends to implement measures to
ensure that the tenant profile and trade mix within each Subject Property are
optimised on an ongoing basis with the objective to drive shopper traffic. The
Manager believes continued shopper traffic will help drive demand for lettable
area from existing and potential new tenants, thus resulting in higher rental rates
and occupancy rates. The initiatives for continual improvement of tenant mix
include, amongst others;

(a) identifying potential tenants with an established presence within


neighbourhood communities in which each Subject Property operates;

(b) engaging in continuous improvement of the tenant and zoning mix within
the Subject Properties;

(c) searching for new tenants from sectors currently under-represented in


the Subject Properties to achieve an optimal tenant mix; and

(d) optimising the trade mix and trade locations within the Subject
Properties to enhance the shopping experience and introduce new retail
and/or marketplace strategies.

(iii) Continual delivery of quality services to tenants and maintaining strong


tenant relationships

The Manager intends to further develop its strong relationship with the tenants to
encourage tenant retention as well as to minimise vacancies and expenses for
sourcing new tenants by providing services of quality through the following
initiatives:

(a) continually striving to promote tenant satisfaction by anticipating and


responding to their requirements, feedback and enquiries;

(b) cross-sharing of successful retail initiatives between the various Subject


Properties for the benefit of tenants, indirectly improving the tenants'
business to encourage tenant retention;

(c) conducting regular maintenance and/or improvements to the Subject


Properties' facilities to maintain tenant satisfaction and improve shopper
experience;

(d) conducting strategic improvements, renovation and/or expansion (where


necessary) of the Subject Properties which are typically adaptable for
varied tenant layouts and can be reconfigured to accommodate new
tenants and/or the changing space needs of existing tenants; and

(e) providing additional value-added services for tenants, such as


organising marketing and promotion initiatives for the Subject Properties
which include product promotion events, community and charity events
and advertising campaigns through direct mail, newspaper, television
and radio.

32
(iv) Improving operational efficiency and optimising operating costs

The Manager will work closely with the Property Manager to optimise property
expenses without compromising the quality of services to tenants and shoppers.
Some of the strategies include introducing cost control management systems
and adopting energy-efficient practices to achieve utility cost savings for
common areas. For example, solar panels have been installed in KiP Mart Masai
which has resulted in average savings of about 20% on utility costs per month.
The Manager intends to replicate this across all Subject Properties.

In addition, the Manager will actively manage property management costs and
other outgoings based on competitive market benchmarks. By minimising
operating costs, the Net Property Income of the Subject Properties is expected
to further increase.

(v) Continual asset enhancement initiatives

The Manager intends to regularly review and assess the layouts of the Subject
Properties for potential enhancements to maximise the rental potential and
improve the shopping environments in the Subject Properties through the
following initiatives:

(a) actively reconfiguring the layout to improve the efficiency of the LA;

(b) reconfiguring and/or redeveloping unproductive space to improve


leasing potential where there is a demand for such space by existing
and/or new tenants;

(c) converting selected areas not currently leased out or selected ancillary
areas to increase LA;

(d) improvement of interior and exteriorsignage, lighting, restroom facilities


environment and other aesthetic aspects of the Subject Properties; and

(e) improving the accessibility of the Subject Properties by, among others,
increasing the number of access roads.

1.3.2 Acquisition growth strategy

The Manager, on behalf of KIP REIT, will actively assess new acquisition opportunities in
Malaysia that fits within KIP REIT's investment objectives in order to generate overall
growth prospects and improvements of long-term value.

The Manager shall seek acquisition opportunities that will be beneficial for Unitholders by
undertaking acquisitions of assets that are yield accretive or are undervalued, or which
are close to being yield accretive but with the potential for improvement, such that
Unitholders will be able to enjoy the upside in DPU in the future when the Manager
implements such improvement potential.

The Manager expects KIP REIT to be able to benefit from the ROFR provided by the
Promoters, which will provide KIP REIT the opportunity to acquire from the Promoters'
future retail centres which they are developing under the KIP Mart and/or KiP Mall
brands. Further details of the ROFRs and the potential acquisition pipelines currently
held by the Promoters are set out in Section 2.3.7 of this Prospectus.

33
Investment Criteria

The key investment criteria that the Manager will consider when evaluating acquisition
opportunities include the following, which are not exhaustive:

(i) consistency with the Manager's investment strategy and synergistic potential to
the existing portfolio;

(ii) ability to provide long-term yield accretion to Unitholders and potential overall
growth prospects to KIP REIT;

(iii) attractiveness of the target property's acquisition price vis-a-vis its cash flows,
current performance and sustainable future potential;

(iv) location and catchment characteristics that will be able to support the target
property's retail activities on a sustainable basis;

(v) potential for growth of the target property taking into consideration the respective
catchment's demographic and socio-economic situation;

(vi) occupancy potential and average rental rates relative to prevailing market
conditions;

(vii) geographical diversification or expansion enabling KIP REIT to access tenant


and shopper demand in new trade areas or communities;

(viii) ability of the target property to complement the existing portfolio and strengthen
KIP REIT's market share vis-a-vis competition in a trade area community;

(ix) good quality specifications of the target property which are in compliance with
legal, building control and zoning regulations;

(x) the ability to exploit any unutilised plot ratio or embark on potential asset
enhancement initiatives to improve property yields and create value; and

(xi) quality properties which are undervalued that will provide redevelopment
potential resulting in NAV improvements within the medium to long-term periods.

Any acquisition of future real estate will be made in compliance with the Deed
and the REIT Guidelines taking into consideration the current maximum
permissible level of debt of 50% of the Total Asset Value at the time the
borrowing is incurred.

1.3.3 Capital and risk management strategy

The Manager intends to optimise KIP REIT's capital structure by employing an


appropriate combination of debt and equity financing to fund future acquisitions and
property enhancements of its properties, while maintaining appropriate levels of financial
prudency. The Manager's on-going capital and risk management strategy involves
adopting and maintaining an appropriate gearing level to enable KIP REIT to minimise its
cost of capital whilst maintaining sufficient debt headroom that provides flexibility to
support future funding or other liquidity requirements as well as adopting a proactive
strategy to manage risks associated with refinancing and changes in interest rates for
KIP REIT to enjoy competitive rates of its ongoing cost of capital.

On the Listing Date, KIP REIT is expected to have debt of approximately RM85.9 million
(net of estimated transaction costs of RM 1.1 million) representing approximately 14.8%
of its estimated Total Asset Value. Further details of KIP REIT's financing are set out in
Section 3.8 of this Prospectus.

34
1.3.4 Authorised Investments and Investment Limits

The list of authorised investments of KIP REIT is as follows:

(i) Real Estate;

(ii) SPVs;

(iii) Real Estate-Related Assets;

(iv) Non-Real Estate-Related Assets;

(v) cash, deposits and money market instruments; and

(vi) any other investment not specified in (i) to (v) above but specified as permissible
investment in the REIT Guidelines or as otherwise permitted by the SC.

The investments of KIP REIT are subject to the following investment limits imposed by
the REIT Guidelines:

(i) at least 50.0% of KIP REIT's Total Asset Value must be invested in Real Estate
and/or SPVs at all times; and

(ii) not more than 25.0% of KIP REIT's Total Asset Value may be invested in Non-
Real Estate-Related Assets and/or cash, deposits and money market
instruments,

provided that investments in both Real Estate-Related Assets and Non-Real Estate-
Related Assets are limited as follows:

(i) the value of KIP REIT's investments in securities issued by any single issuer
must not exceed 5.0% of KIP REIT's Total Asset Value;

(ii) the value of KI P REIT's investments in securities issued by any group of


companies must not exceed 10.0% of KIP REIT's Total Asset Value; and

(iii) KIP REIT's investments in any class of securities must not exceed 10.0% of the
securities issued by any single issuer; or

such other limits and investments as may be permitted by the SC or the REIT Guidelines.

1.4 INVESTORS' PROFILE

KIP REIT may appeal to an investor with long-term investment objectives who seeks regular
income distribution and long-term capital appreciation, and who understands the risks related to
the real estate industry and REITs.

1.5 PERFORMANCE BENCHMARK

The following performance indicators can be considered in reviewing the performance of KIP
REIT:

(i) Distribution Yield

The ratio of the distribution paid to Unitholders from KIP REIT's Distributable Income to
the market price of the Units.

35
(ii) NAV

NAV represents the Total Asset Value after subtracting all of KIP REIT's liabilities and
obligations.

(iii) Total Return

The change in market price of the Units over a period of time plus any distributions
received during the relevant period.

(iv) MER

The ratio of expenses incurred in operating KIP REIT to the NAV of KIP REIT.

The performance indicators will be used to benchmark KIP REIT against its peers as well as
against its own historical performance, where applicable.

1.6 DISTRIBUTION POLICY

The Deed provides that the Manager, shall with the approval of the Trustee, for each distribution
period, distribute all (or such other percentage as may be determined by the Manager at its
absolute discretion) of KIP REIT's Distributable Income. It is the intention of the Manager to
distribute up to 100.0% of KIP REIT's Distributable Income for the Forecast Period 2017 and
Forecast Year 2018, and thereafter at least 90.0% of KIP REIT's Distributable Income on a half-
yearly basis (or such other intervals as the Manager may determine at its absolute discretion).

The actual proportion of Distributable Income to be distributed beyond 30 June 2018, which shall
be at the absolute discretion of the Manager, may be greater than 90.0% of KIP REIT's
Distributable Income to the extent that the Manager believes it to be appropriate, having regards
to KIP REIT's funding reqUirements, other capital management considerations and the availability
of funds. Distributions, when made in the form of cash, will be in Ringgit Malaysia.

The first distribution, which will be in respect of the period from KIP REIT's date of establishment
to 30 June 2017, will be paid by the Manager within two months from the end of the said period.

Half-yearly basis refers to each consecutive six-month period commencing and ending on the
following dates (all dates inclusive) in each FY during the continuance of KIP REIT or such other
interval as the Manager may determine in accordance with the Deed:

(i) 1 July to 31 December; and

(ii) 1 January to 30 June,

except that the first half year of KIP REIT shall commence on the date the Deed is registered
with the SC and end on 30 June 2017 and the last half year of KIP REIT shall end on the date
KIP REIT ceases to operate.

1.7 VALUATION POLICY

Independent professional valuation will be obtained at least once every three years in
accordance with the REIT Guidelines or such other shorter interval as the Manager deems
necessary and these valuations will be conducted on the bases and methods which are in
accordance with the Asset Valuation Guidelines. The Independent Property Valuer was engaged
to carry out valuation for the Subject Properties as at 1 March 2016. The Manager has yet to
decide on the exact date for the next valuation for the Subject Properties, but in any event, such
valuation will be carried out within three years from 1 March 2016, in accordance with KIP REIT's
valuation policy. Please refer to the Valuation Certificate set out in Appendix A "Valuation
Certificates" of this Prospectus, which is to be read together with the full valuation reports for the

36
Subject Properties. Copies of the full valuation reports will be available for inspection at the
registered office of the Manager for a period of 12 months from the date of this Prospectus.

1.8 BORROWING LIMITATIONS AND GEARING POLICY

KIP REIT may borrow up to SO.O% of the Total Asset Value of KIP REIT at the time the
borrowing is incurred (or such other limit permitted by the REIT Guidelines from time to time).

Upon Listing, based on KIP REITs Pro Forma Statement of Financial Position, KIP REIT will
have total indebtedness of approximately RM8S.9 million (net of estimated transaction costs of
RM1.1 million) representing approximately 14.8% of its estimated Total Asset Value.

1.9 INTELLECTUAL PROPERTY

KIPMart Management Sdn. Bhd. entered into an ASSignment of Trade Marks agreement dated 7
December 2016 with the Trustee on behalf of KIP REIT, to assign to the Trustee on behalf of KIP
REIT the following trade marks, with effect from the Completion Date of the SPA:

(i)

(ii)

(iii)

and pursuant to a Trade Marks Licence dated 7 December 2016 between the Trustee on behalf
of KIP REIT and KIPMart Management Sdn. Bhd., the Trustee on behalf of KIP REIT further
agreed to grant a non-exclusive licence to to KIPMart Management Sdn. Bhd. to use the
trademarks in respect of retail properties, including those within mixed developments owned,
operated or managed by companies or corporations within the KIP group of companies and at
any corporate office occupied by any entity within the KIP group of companies which manages
such retail properties, with effect from the date on which the assignment takes effect.

KIP Mall Management Sdn. Bhd. entered into an Assignment of Trade Marks agreement dated 7
December 2016 with the Trustee on behalf of KIP REIT, to assign to the Trustee on behalf of KIP
REIT the following trade marks, with effect from the Completion Date of the SPA:

37
(i)

I
..
I M
(ii)

I(IPmALL
and pursuant to a Trade Marks Licence dated 7 December 2016 between the Trustee on behalf
of KIP REIT and KIP Mall Management Sdn. Bhd., the Trustee on behalf of KIP REIT further
agreed to grant a non-exclusive licence to KIP Mall Management Sdn. Bhd. to use the
trademarks in respect of retail properties, including those within mixed developments owned,
operated or managed by companies or corporations within the KIP group of companies and at
any corporate office occupied by any entity within the KIP group of companies which manages
such retail properties, with effect from the date on which the assignment takes effect.

All the above trade marks are registered save for KIPmAl.L , where an application has been made
for registration.

Both the licence agreements above shall be terminated, if at any time:

(i) the trademarks or any part of the trademark is expunged or has been held invalid;

(ii) the Promoters either:

(a) cease to be the Controlling Shareholders of the Manager, the management


company of KIP REIT or such other manager of KIP REIT as may be appointed
at any time or from time to time; or

(b) cease to be the Controlling Unitholders of KIP REIT, whether directly or


indirectly,

or KIP REIT ceases to be listed on Bursa Securities;

(iii) the licensee terminates the Trade Marks Licence by giving three months written notice to
the licensor;

(iv) either the licensor or licensee gives written notice to the other where:

(a) the other party commits any breach and fails to remedy the breach within
fourteen days after being given a written notice of the breach and requiring it to
be remedied; or

(b) an encumbrancee takes possession or a receiver is appointed of any of the


property or assets of the other party; or

(c) the other party:

(aa) being the licensee, is subject to a winding-up order or makes any


voluntary composite arrangement with its creditors;

(bb) being the licensor, is wound-up, for any reason whatsoever, the trust
constituting the licensor is terminated for any reason whatsoever;

(cc) the other party goes into liquidation; or

(dd) the other party ceases, or threatens to cease to carryon business.

38
2. BUSINESS AND SUBJECT PROPERTIES

Unless otherwise specified, al/ information relating to the Subject Properties in the Prospectus
are as at 31 October 2016.

Upon Listing, KIP REIT will own a portfolio of five community-centric retail centres known as KiP
Mart and a neighbourhood retail centre known as KiP Mall. These assets are predominantly
situated in the southern states of Malaysia, namely three locations in Johor, and one each in
Negeri Sembilan, Melaka and Selangor as illustrated in the map below. In addition, assets which
are sUbject to the ROFR are located in Johor, Pahang, Kedah, Selangor and Negeri Sembilan.

KiP ~j"rt
$9. 8v\oh
ROFR
{Under Construction)

KiP Mall Kola VVansc"


ROFFI
t Unde, Construction)

1. KiP Mart TampQI

2.KIP Mort Kota Tlnggl

3.KiP Mort Masal

4.KiP Mart Lavender Senowang

5.KiP Mart Melaka

o.KiP Moll Bangi

39
2.1 ACQUISITIONS BY KIP REIT

On 4 November 2016, the Trustee, on behalf of KIP REIT, entered into the SPAs with the
Vendors, among others, for the Acquisition, for a total purchase consideration of approximately
RM580.3 million to be satisfied by:

(i) issuance of 271 ,150,000 Consideration Units; and

(ii) Cash Consideration raised through the proceeds from the Offering and the funds
received from the drawdown of the Financing Facilities.

To be satisfied by
Total Purchase Cash
Subject Valuation Related Assets Consideration Consideration Consideration
Property (RM 000)(1) (RM 000)(2) (RM 000) Units (000)(3) (RM 000)(4)
KiP Mart 150,000 43 150,043 70,125 79,918
Tampoi
KiP Mart 55,000 2 55,002 25,712 29,290
Kota Tinggi
KiP Mart 157,000 7 157,007 73,398 83,609
Masai
KiP Mart 38,000 71 38,071 17,765 20,306
Lavender
Senawang
KiP Mart 50,000 168 50,168 23,375 26,793
Melaka
KiP Mall 130,000 130,000 60,775 69,225
Bangi

Total 580,000 291 580,291 271,150 309,141

Notes:
(1)
The market value of the Subject Properlies as appraised by the Independent Properly Valuer as at
1 March 2016.
(2)
The net book value of the Related Assets, based on the latest available audited financial
statements of the Vendors for the year ended 30 June 2015 (save for Vendors of KiP Marl Tampoi
and KiP Mall Bangi which are based on their audited financial statements for the year ended 31
December 2015).
(3)
The RM equivalent of the number of Consideration Units to be issued at the issue price of RM
1.00 per Unit.
(4)
Cash Consideration to be raised through the proceeds from the Offering and the funds received
from the drawdown of the Financing Facilities.

The total purchase consideration for the acquisition of the Subject Properties of approximately
RM580.3 million was arrived at based on the independent valuation of the Subject Properties of
RM580.0 million as at 1 March 2016 and the Related Assets of approximately RMO.3 million
based on the net book value of the Related Assets based on the latest available audited financial
statements of the Vendors for the year ended 30 June 2015 (save for Vendors of KiP Mart
Tampoi and KiP Mall Bangi which are based on their audited financial statements for the year
ended 31 December 2015).

40
2.2 OVERVIEW OF THE SUBJECT PROPERTIES

2.2.1 KIP REIT's portfolio of properties will comprise of the following six Subject Properties, of
which five are hybrids between a traditional wet market and a conventional retail centre
and one is a neighbourhood retail centre:

(i) KiP Mart Tampoi is a single-storey retail centre with a mezzanine floor which has
commenced operations since 23 December 2004. KiP Mart Tampoi has an LA of
163,669 sq ft as at 31 October 2016 and is located on 452,191 sq ft of land
within a residential area known as Taman Tampoi Indah, Johor Bahru.

(ii) KiP Mart Kota Tinggi is a single-storey retail centre with a mezzanine floor which
has commenced operations since 7 November 2008. KiP Mart Kota Tinggi has
an LA of 72,232 sq ft as at 31 October 2016 and is located on 168,111 sq ft of
land along Jalan Maju, Kota Tinggi.

(iii) KiP Mart Masai is a single-storey retail centre with a mezzanine floor which has
commenced operations since 25 January 2011. KiP Mart Masai has an LA of
143,204 sq ft as at 31 October 2016 and is located on 472,757 sq ft of land in
Taman Bukit Dahlia, Pasir Gudang.

(iv) KiP Mart Lavender Senawang is a single-storey retail centre with a mezzanine
floor which has commenced operations since 18 December 2012. KiP Mart
Lavender Senawang has an LA of 115,640 sq ft as at 31 October 2016 and is
located on 438,414 sq ft of land within the Lavender Heights township area,
Seremban.

(v) KiP Mart Melaka is a two-storey retail centre which has commenced operations
since 26 March 2014. KiP Mart Melaka has an LA of 182,345 sq ft as at 31
October 2016 and is located on 380,310 sq ft of land in the Batu Berendam
industrial area in Melaka.

(vi) KiP Mall Bangi is a five-storey shopping centre with one level of mezzanine floor
and two levels of basement car park which was acquired on 26 March 2015. KiP
Mall Bangi has an LA of 261,710 sq ft as at 31 October 2016 and is located on
92,817 sq ft of land along Jalan Medan Bangi, Bandar Baru Bangi.

The 'KiP Mart' name today is established in Johor as a one-stop community-centric retail
centre catering to communities within the low to medium income group. Each KiP Mart
has a wide range of retailers which include a combination of a fresh market,
supermarkets, general merchandise stores, convenience stores, boutiques,
telecommunication shops, gold smith and jewellery shops and food courts. In addition to
that, KiP Mart provides facilities such as ATM services, money changer, family
entertainment area, push-cart kiosks, promotion areas and free parking space. KiP Mart
also organises regular promotional events offering attractive prizes to attract shoppers.

KiP Mall Bangi is a five-storey shopping centre catering to communities within the low to
medium income groups. The range of retailers and facilities in KiP Mall Bangi are similar
to those of KiP Marts. KiP Mall Bangi also provides recreational facilities such as a
bowling centre.

41
Details of the Subject Properties are set out in the table below:

Subject Properties

KiP Mart Lavender


KiP Mart Tampoi KiP Mart Kola Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi
Land area of the 42,010 (equivalent to 15,618 (equivalent to 43,921 (equivalent to 40,730 (equivalent to 35,332 (equivalent to to
individual title (sq m) 452,191 sq tt) 168,111 sq tt) 472,757 sq tt) 438,414 sq ft) 380,310 sq ft)
Tenure 99 years, expiring on 24 Freehold 99 years, expiring on 28 Freehold 99 years. expiring on 17 99 years, expiring on 14
September 2092 December 2108 November 2112 July 2093
Individual title HSD 452673, PTD GRN 353762, Lot 28861, PN 70766, Lot 198634 GRN 262080, Lot HSD 76142, PT 6786, HSD 36945, PT 29330,
information 152711, Mukim of Pulai, Mukim of Kota Tinggi, (previously known as HSD 61344, Pekan Mukim of Bachang, District Mukim of Kajang, District
District of Johor Bahru, District of Kota Tinggi, 478086, PTD 204780), Senawang, District of of Melaka Tengah, Melaka of Ulu Langal, Selangor
Johor Darul Takzim Johor Darul Takzim Mukim of Plentong, District Seremban, Negeri Darul Ehsan
of Johor Bahru, Johor Darul Sembilan Darul
Takzim Khusus
Encum brancesl The following charges The following charges (1) The following charges A charge over the The following charges over A charge registered in
material limitations in over the Master Title are over the Master Title are over the Master Title Master Title is the Master Title are favour of OCBC Bank
the individual title(1) registered in favour of registered in favour of are registered in favour registered in favour of registered in favour of (Malaysia) Berhad on 23
CIMB Islamic Bank Hong Leong Bank of OCBC Bank OCBC Bank (Malaysia) Alliance Bank Malaysia March 2015 vide
Berhad: Berhad: (Malaysia) Berhad: Berhad on 5 July 2012 Berhad: Presentation No.
vide Presentation No. 27157/2015
18274/2012
(a) A private caveat (a) A private caveat (a) A private caveat (a) A charge registered on
registered on 2 registered on 23 registered on 2 27 April 2011 vide Other than the above, a
September 2014 November 2011 April 2010 vide Other than the above, Presentation No. private caveat was
vide Presentation vide Presentation Presentation No. a private caveat was 0400SC2011005051 lodged by the Trustee
No. 28867/2014 No. 40213/2011 1151712010 lodged by the Trustee on behalf of KIP REIT
on behalf of KIP REIT vide Presentation No.
(b) A charge registered on
(b) A charge (b) A charge vide Presentation No. 16 May 2012 vide
5977612016 on 8
(b) A charge
12038/2016 on 8 December 2016.
registered on 5 registered on 8 registered on 6 Presentation No.
December 2016. 0400SC2012006582
November 2014 March 2012 vide May 2010 vide
vide Presentation Presentation No. Presentation No.
No. 92431/2014 17560/2012 34882/2010 A charge registered on
23 March 2016 vide
Other than the above, a Other than the above, a (c) A charge Presentation No.
private caveat was private caveat was registered on 8 0400SC2016002934
lodged by the Trustee on lodged by the Trustee June 2015 vide Other than the above, a
behalf of KIP REIT vide on behalf of KIP REIT Presentation No. private caveat was lodged
Presentation No. vide Presentation No. 44756/2015 by the Trustee on behalf of
36651/2016 on 8 36654/2016 on 8 (2) A charge registered in KIP REIT vide Presentation
December 2016. December 2016. favour of OCBC AI- No. 0400B2016004823 on 8
Amin Bank Berhad on December 2016.
5 June 2012 vide
Presentation No.
44290/2012.

42
Subject Properties

KiP Mart Lavender


KiP Mart Tampoi KiP Mart Kola Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi
Other than the above, a
private caveat was lodged
by the Trustee on behalf of
KIP REIT vide Presentation
No. 36672/2016 on 8
December 2016.

Restrictions-in-interest (1) The proprietor of the (1) The proprietor of (1) The proprietor of the Not stated (1) This land is not allowed (1) This land is not
in the individual title land is not permitted the la nd is not land is not permitted to to be transferred or allowed to be
to offer or sell units permitted to offer offer or sell units leased except with the transferred, leased
(parcels) in the or sell units (parcels) in the consent of the State or charged except
building to be in the building to be Authority. This with the consent of
constructed on this to be constructed on this restriction is exempted the State Authority.
land unless the constructed on this land unless the to the first buyer of the
building has started land unless the building has started land.
construction in building has construction in
accordance with the started accordance with the
plans approved by construction in plans approved by the
the relevant local accordance with relevant local
authority. the plans approved authority.
by the relevant
(2) Parcels in the local authority. (2) Where the land has
building erected on been sub-divided into a
this land whose (2) Parcels in the 'su bsid ia ry title', and
ownership belongs building erected on ownership of the
to a this land whose 'subsidiary title' is
BumiputeralBumiput ownership belongs transferred to a
era company, cannot to a Bumiputera, then the
thereafter be sold, BumiputeralBumip land may not be
leased or transferred utera company, subsequently sold,
in any manner cannot thereafter leased, charged or
whatsoever to a non- be sold, leased, transferred to a non-
Bumiputera or non- charged or Bumiputera without the
Bumiputera transferred in any consent of the State
company without the manner Authority.
consent of the State whatsoever to a
non-Bumiputera or
non-Bumiputera
company without
the consent of the
State Authority.

43
Subject Properties

KiP Mart Lavender


KiP Mart Tam poi KiP Mart Kota Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi

(3) Parcels in the (3) Parcels in the (3) The sub-divided


building erected on building erected on 'subsidiary title' of the
this land cannot be this land cannot be land shall not be sold or
sold or transferred in sold or transferred transferred in any
any manner any manner manner whatsoever to a
whatsoever to a non- whatsoever to a non-Bumiputera without
citizen/foreign non-citizen/foreign the consent of the State
company without the company without Authority.
consent of the State the consent of the
Authority. State Authority.

Express conditions in (1) This land is to be (1 ) This land is to be (1) This land is to be (1) This land is to be (1) Commercial Buidings (1 ) Commercial
the individual title used as a mUlti- used as a multi- permanently used as a used for Only. Buildings Only.
storey building for storey building for commercial building and commercial
commercial purposes commercial built according to the buildings only.
and built according to purposes and built plan approved by the
the plan approved by according to the local authority.
the local authority. plan approved by
the local authority.
(2) Any dirt and pollution as
(2) Any dirt and pollution a result of these
as a result of these (2) Any dirt and activities must be
activities must be pollution as a result channelled or disposed
channelled or of these activities of in the respective
disposed of in the must be channelled locations as designated
respective locations or disposed of in by the local authority.
as designated by the the respective
local authority. locations as
(3) All terms and conditions
designated by the
that have been enforced
(3) All terms and local authority.
by the local
conditions that have from time to time
been enforced by the (3) All terms and be adhered to.
local authority from conditions that
time to time must be have been
adhered to. enforced by the
local authority from
time to time must
be adhered to.

44
Subject Properties

KiP Mart Lavender


KiP Mart Tampoi KiP Mart Kota Tinggi KiP Mart Masai Senawang KiP Mart Melaka KiP Mall Bangi

Type Leasehold Freehold Leasehold Freehold Leasehold Leasehold


Appraised Value as at 1 150,000 55,000 157,000 38,000 50,000 130,000
March 2016 (RM 000)
Related Assets based 43 2 7 71 168
on the latest available
audited financial
statements of the
Vendors (RM 000)
Purchase consideration 150,043 55,002 157,007 38,071 50,168 130,000
(RM 000)
Subject Properties 25.9 9.5 27.1 6.5 8.6 22.4
weighting (by
Appraised Value) (%)
LA as at 31 October 163,669 72,232 143,204 115,640 182,345 261,710
2016 (sq ft)
GFA as at 31 October 234,321 113,958 247,990 175,095 276,987 348,203
2016 (sq ft)
Number of tenancies as 277 153 260 76 80 160
at 31 October 2016
Occupancy Rate for the 97.3 94.6 92.6 72.6 65.8 90.3
4-month period ended
31 October 2016 (%)
Number of car park 579 196 628 584 520 475
bays as at 31 October
2016
Number of motorcycle 210 112 214 85 140 65
bays as at 31 October
2016

Note:

(1) The charges over Master Title of each Subject Property will be discharged by the respective banks for all the Subject Properties in accordance to the terms and conditions of the SPAs dated 4
November 2016 for the Acquisitions.

45
2.2.2 Total Revenue, Gross Rental Income and NPI

The Total Revenue, Gross Rental Income and NPI of the Subject Properties for the
FY2016 are set out below:

Total Revenue Gross Rental Income NPI

Subject Properties (RM 000) (RM 000) (RM 000)


KiP Mart Tampoi 16,320 14,785 12,297
KiP Mart Kota Tinggi 6,347 5,878 3,859
KiP Mart Masai 15,471 14,046 11,242
KiP Mart Lavender 3.352 2,792 919
Senawang
KiP Mart Melaka 6,518 4,307 2,289
KiP Mall Bangi 16,347 11,198 11,631
Total 64,355 53,006 42,237

2.2.3 Trade Sector Analysis

KIP REIT offers a wide range of retail stores. As at 31 October 2016. fashion apparel
outlets and fresh market and supermarket were the most significant contributors to Gross
Rental Income, contributing 27.0% and 25.4% respectively. Food and beverage outlets
accounted for 11.8% of Gross Rental Income.

The table below provides the trade sector breakdown of the tenancies in the Subject
Properties as at 31 October 2016.

Percentage of Percentage of Gross


Trade sector Occupied LA (%) Rental Income (%)
Fashion apparel 19.9 27.0
Fresh market 9.1 16.7
Food and beverage 6.6 11.8
IT and electrical 8.8 10.7
Supermarket 28.5 8.7
Household products, gifts, and stationery 13.5 8.5
Beauty, health and well ness 3.0 5.9
Furniture and show gallery 3.2 3.7
Sundry and services 1.2 2.1
Jewellery 0.8 1.9
Entertainment and leisure 5.4 3.0
Total 100.0 100.0

46
2.2.4 Tenancy Expiry Profile

Many of the tenancies in the Subject Properties are leased on one to two year term with
the option to renew for another term.

The table below provides the tenancy expiry profile of the Subject Properties as of 31
October 2016.

Number of Percentage of
tenancies Occupied LA Percentage of Gross Rental
Period expiring expiring (%) Income expiring (%)
FY2017 540 42.3 47.3
FY2018 185 22.3 19.1
FY2019 206 29.6 25.0
FY2020 75 5.8 8.6
Total 1,006 100.0 100.0

The historical turnover of tenants for each Subject Property is as follows:

Tenant Turnover(1) (% of Occupied LA)


Subject Properties FY2014 FY2015 FY2016
KiP Mart Tampoi 11.8 9.7 15.3
KiP Mart Kota Tinggi 9.4 10.9 5.7
KiP Mart Masai 5.0 8.1 10.5
KiP Mart Lavender Senawang(2) 30.9 21.5 43.2
KiP Mart Melaka(2) N/A 43.2 53.5
KiP Mart Bangi(3) N/A N/A 4.0

Notes:
(1)
Tenant tumoever refers to tenancies which have been replaced and vacant lots from
expired or terminated tenancies during the year.
(2)
KiP Mart Melaka and KiP Mart Lavender Senawang commenced operations in March
2014 and December 2012 respectively. Both KiP Mart Melaka and KiP Mart Lavender
Senawang are still relatively new in operations. As such, the Marts have experienced a
series of changes in anchor tenants who have exited or terminated their tenancies due to
their unfamiliarity of the local shopping behaviour. The Manager has since rep/aced the
exiting anchor tenants with a more established and localised supermarket name. Further,
the Manager has repositioned the tenant mix to cater for local customer needs and
demands.
(3)
Acquisition of KiP Mall Bangi by Landasan Primamaju Sdn Bhd, the Vendor of KiP Mall
Bangi, was completed in March 2015.

47
2.2.5 Occupancy Profile

The average Occupancy Rates of the Subject Properties for the past three years ended
30 June and for the 4-month period ended 31 October 2016 are set out in the table
below:

For the ended 30 June

For the 4-month period


ended 31 October 2016
Subject Properties 2014 (%) 2015 (%) 2016 (%) (%)
KiP Mart Tampoi 98.4 96.2 96.9 97.3
KiP Mart Kota Tinggi 96.6 96.5 95.8 94.6
KiP Mart Masai 99.0 98.3 91.7 92.6
KiP Mart Lavender 75.2 81.1 79.4 72.6
Senawang
KiP Mart Melaka 82.8(1) 78.9 74.0 65.8
KiP Mall 8angi N/A(2) 86.8(3) 88.6 90.3
Average 89.7 88.4 87.1 85.3

Notes:
(1)
KiP Matt Me/aka only commenced operations on 26 March 2014 and the average occupancy
rate for KiP Matt Me/aka represents the 3-month period ended 30 June 2014.
(2)
KiP Mall Bangi was acquired by the Vendor on March 2015.
(3)
The average occupancy rate for KiP Mall Bangi represents the 4-month period ended 30 June
2015.

Please refer to Section 2.6 to 2.11 for further details of the respective Subject Properties
including average Occupancy Rates.

48
2.2.6 Top Ten Tenants

KIP REIT's Gross Rental Income is well distributed within its portfolio of 1,006 tenants as
at 31 October 2016. As at 31 October 2016, no single tenant contributed more than 5.0%
of Gross Rental Income. The top ten tenants of the Subject Properties contributed an
aggregate of approximately 12.1% to Gross Rental Income of the Subject Properties and
occupy an aggregate of 42.0% of Occupied LA of the SUbject Properties as at 31
October 2016.

Percentage of
Tenant's Trade Name Trade sector Occupied LA (%)
Giant Hypermarket Supermarket 10.4
Pasaraya Hwa Thai Supermarket 5.8
Pasaraya Family Store Supermarket 5.7
Pasaraya Syed Supermarket 4.2
Bangi Superbowl Entertainment and leisure 3.8
Lionmas IT and electrical 3.5
Mr. DIY Household products, gifts, and 2.8
stationery
Pasaraya Songmart (Kota Supermarket 2.3
Tinggi) Sdn Bhd
COURTS IT and electrical 2.1
Toy World Household products, gifts, and 1.4
stationery

Sub-total 42.0
Others 58.0
Total 100.0

2.3 COMPETITIVE STRENGTHS AND INVESTMENT HIGHLIGHTS

The Manager believes that an investment in KIP REIT offers the following investment attractions
to Unitholders:

2.3.1 Strategic and diversified location of the Subject Properties with potential for future
growth

The Subject Properties are spread across townships in different states around Malaysia
and primarily located in strategic and diversified locations in Johor, Negeri Sembilan,
Melaka and Selangor thus providing investors with geographical diversification within
Malaysia. All of the Subject Properties are easily accessible from main thoroughfare of
their respective towns, and most of the Subject Properties are highly visible from the
main thoroughfare.

49
The Subject Properties are also primarily located close to major residential catchments
comprising neighbourhoods with residents within the lower to middle-income brackets
which augurs well with its target catchment market. The detailed breakdown of the
estimated population catchment (within 5 km radius) and its respective average monthly
household income is as follows:

Estimation of population
within a 5 km radius of the Income Monthly Household
Subject Properties Subject Properties Group Income (2014)1 State
KiP Mart Tampoi 288,653 Lower to
RM6,207 1 Johor
middle
KiP Mart Kota Tinggi 59,827 Lower to
RM6,207 I Johor
middle
KiP Mart Masai 247,076 Lower to
RM6,207 I Johor
middle
KiP Mart Lavender 140,061 Lower to RM5,271 I Negeri
Senawang middle Sembilan
KiP Mart Melaka 236,228 Lower to RM6,046 I Melaka
middle
KiP Mall Bangi 187,538 Middle RM8,252 I Selangor

Source: Independent Market Report

Most of the Subject Properties are also located close to commercial and industrial
properties development which generates economic activities and employment in their
respective towns as well as providing larger catchment for most of the KiP Marts.

According to the Independent Property Market Consultant, based on local plan of the
respective location of the Subject Properties, the majority of the future plans for
development of the respective location of the Subject Properties are mainly concentrated
on residential and commercial developments and has the potential to increase the retail
traffic of the Subject Properties in the future. In addition, based on the Seremban local
plan, the future infrastructure plan includes a proposed Light Rail Transit station to be
located opposite KiP Mart Lavender Senawang and is expected to provide a connection
to Senawang town centre which will increase the accessibility of KiP Mart Lavender
Senawang and may result in an increase in retail traffic.

2.3.2 Opportunity to invest in a unique portfolio

Investors will have an opportunity to invest in a unique portfolio as KIP REIT's portfolio
comprises of five KiP Mart properties that are a hybrid between a traditional wet market
and a conventional shopping centre, and a KiP Mall which is a neighbourhood
conventional shopping mall, all of which cater to lower to middle income customers.

KIP REIT's business model is such that many of its tenants target daily needs and basic
necessities of the shoppers and hence, its business model may represent a strength
during adverse economic conditions when consumers are more prudent in spending and
will actively source for value-for-money products or services that are commonly found in
KiP Mart.

50
Community retail centres such as KiP Marts represent a viable alternative to the
traditional hypermarket and neighbourhood centres by providing competitive offering to
the lower to middle income groups in smaller towns and secondary markets in the
country. The advantage of such community retaif centres is the wider range of local
products as compared to hypermarket especially fresh produce. These community retail
centres have also the added advantage in localising the merchandises offered in order to
cater to the preference of the surrounding community or neighbourhood as the wet
market stalls within the community retail centres are operated by traditional market stall
holders themselves. KIP REIT represents this new community-centric retail centre
category and thrives well particularly in smaller towns or lower to middle-income
neighbourhoods.

The community-centric retail concept is sustainable as it is not dependent on a single


operator and has the attraction of a hypermarket in terms of size as it mimics the
structure of hypermarkets but it has a versatility that hypermarkets lack due to its multi-
trader nature. KIP REIT's primary catchment market does not require the scale and size
of catchments that hypermarkets need to survive.

2.3.3 Diversified tenant base

The tenants of the Subject Properties range from a variety of trades ranging from
amongst others, fresh market, supermarkets, fashion apparel, IT and electrical products
and food and beverage. As at 31 October 2016, the Subject Properties had a total of
1,006 tenancies where no single tenant contributed more than 5.0% of Gross Rental
Income. The detailed breakdown of the trade mix analysis by LA and by Gross Rental
Income as at 31 October 2016 in respect of the Subject Properties are as follows:

Beauty, health Sundry and Jewellery


. and wellness services (0.8%)
Furniture and (3.0%) (1.2%)
show gallery
(3.2%)

Entertain

Detailed breakdown of the trade mix analysis by LA

51
Sundry and
Entertainment services
and leisure 2.1 %
3.0%

Detailed breakdown of the trade mix analysis by Gross Renta/lncome

2.3.4 Malaysian demographics which are supportive of the retail markets

Malaysia recorded a population of 31.0 million as at 2015 and grew at a CAGR of 1.8%
from 2005 to 2015. Malaysia is a country with a young population with a median age of
26.2 years in 2010, with more than 49.0% of the population below 27 years old. From
2010 to 2015, the population growth in the states in which the Subject Properties are
located range from 5.4% to 11.6% whilst the median age in the states in which the
Subject Properties are located range from 26 to 27 years old. The strong population
growth and the relatively young median age are expected to be the main growth drivers
of the retail sector as the population enters into the workforce and contribute to higher
demand in the retail sector.

In addition, urban migration is also an important factor contributing to growth in the retail
sector. The urbanisation rate of the states in which the Subject Properties are located
are high, with more than 70.0% of their respective populations urbanised. The
urbanisation results in a higher concentration of population in the specific areas within
the localities in which each of the Subject Properties is located.

2.3.5 Conservative capital structure providing financial flexibility

Upon Listing, KIP REIT's debt to asset ratio will be approximately 14.8%, which is lower
than that of the average Malaysian REIT, of approximately 32.0% as at 30 September
2016. This would allow KIP REIT the opportunity to undertake borrowings for future
acquisitions or any asset enhancement that it intends to make. Based on a debt to asset
ratio of 50.0%, which is the maximum borrowings ratio for a REIT, the Manager could
raise up to RM204.0 million of additional debt based on a Total Asset Value of RM580.3
million.

52
2.3.6 Experienced Promoters and management team

Dato' Chew Lak Seong and Dato' Ong Kook Liong, being the Promoters of KIP REIT
have over between 35 years and 27 years of experience respectively in the property
development and investment, hospitality, retail design and development, project
management, corporate management, leasing and retail development conceptualisation.
The Promoters have initiated the conceptualisation of the KiP Mart business model as a
community-centric retail centre and have been actively involved in the growth and
development of the business for the past decade. Dato' Chew Lak Seong and Dato' Ong
Kook Liong are the Managing Director and Executive Director of the Manager,
respectively.

The Manager and the management team consist of experienced retail real estate
professionals, many of whom have been with the KIP group of companies for several
years managing, amongst others, the respective Subject Properties. Therefore, they
maintain familiarity and in-depth knowledge of managing the Subject Properties in the
respective locations, making them uniquely positioned to stimulate the future growth of
KIP REIT.

The management team of the Manager is led by the Chief Executive Officer, Lim Han
Gie, who joined KIP group of companies as the general manager overseeing the
property development projects and the operations of KiP Marts in Malaysia. He was
involved in the implementation of the KiP Mart business model and has led the
introduction of three KiP Marts which are located in Tampoi, Kota Tinggi and Masai in
Malaysia's southern region all of which have maintained an average Occupancy Rate of
above 90.0% in the last five years.

The profiles of the Promoters and management team members are as set out in Section
6.4.1 and Section 6.5.1 of this Prospectus, respectively.

2.3.7 Growing pipeline serves as platform for future growth

Future growth opportunities can be achieved through the optimisation of the


management of the existing property portfolio of KIP REIT as well as through the
potential acquisition of additional properties. The Promoters and the Manager intend to
expand KIP REIT in the future, through the acquisition of other properties.

The Trustee currently holds ROFRs for the acquisition of KiP Mall Kota Warisan, KiP
Mart Sendayan, KiP lVJart SUllgai Buloh, KiP Mart Kuantan and KiP Mart Sungai Petani.
KiP Mall Kota Warisan is currently under construction and expected to be completed in
2017, whilst the other properties are in their planning stages and expected to be
completed by 2019. The Promoters have also provided the Trustee with a ROFR for the
acquisition of retail properties including purpose-built community-centric retail centres of
similar concept to KiP Mart and those within mixed developments.

The acquisition of the aforementioned properties are subject to, due diligence and
assessment of commercial viability. The aforementioned properties are expected to be
similarly positioned as the Subject Properties in terms of, amongst others, a community-
centric retail centre, and shopper and tenancy profile.

The Manager may also explore the acquisition of properties developed by third parties
should they meet the investment criteria and investment objective of KIP REIT.

2.4 INDEPENDENT PROPERTY MARKET REPORT

The Manager has engaged the Independent Property Market ConSUltant to prepare an
independent property market report which describes the real estate markets in which KIP REIT
operates and the outlook for those markets. Please refer to Appendix B "Independent Property
Market Report" of this Prospectus for further details.

53
2.5 VALUATION POLICIES

Independent professional valuation will be obtained at least once every three years in
accordance with the REIT Guidelines or such other shorter interval as the Manager deems
necessary. All valuations will be conducted on the bases and methods which are in accordance
with the Asset Valuation Guidelines. The Manager has engaged the Independent Property
Valuer to carry out valuation for the Subject Properties.

Please refer to the Valuation Certificates set out in Appendix A "Valuation Certificates" of this
Prospectus, which is to be read together with the full valuation reports for the Subject Properties.
Copies of the full valuation reports will be made available for inspection at the registered office of
the Manager at Level 33A, Menara 1MK, Kompleks 1 Mont Kiara, No.1 Jalan Kiara, Mont Kiara,
50480 Kuala Lumpur, Malaysia, for a period of 12 months from the date of this Prospectus.

"rHE REST OF -rHIS PAGE IS INTENTIONALLY LEFT BLANK

54
2.6 KIP MART TAMPOI

2.6.1 Vendor

Kipmart Tampoi Sdn Bhd

2.6.2 Address

Lot PTD 152711, Jalan Titiwangsa 1, Taman Tampoi Indah, 81200 Johor Bahru, Johor
Darul Takzim

2.6.3 Description

KiP Mart Tampoi is a single-storey retail centre with a mezzanine floor which has
commenced operations since 23 December 2004. The layout area for KiP Mart Tampoi
is divided into several areas for, amongst others, a fresh market, dry retail lots, a
supermarket, an amusement centre, car promotion areas, a food court, a fast food
restaurant, a car wash area and various promotion areas with an LA of 163,669 sq ft as
at 31 October 2016. KiP Mart Tampoi is located on 452,191 sq ft of land within a
residential area known as Taman Tampoi Indah, Johor Bahru. KiP Mart Tampoi has 277
tenancies as at 31 October 2016.

The table below sets out a summary of selected information on KiP Mart Tampoi.

Existing use Retail centre


Age of Subject Property as at 31 October 2016 12 years
GFA as at 31 October 2016 (sq tt) 234,321
LA as at 31 October 2016 (sq tt) 163,669
Number of car park bays as at 31 October 2016 579
Total Revenue (RM 000) FY2014: 14,517
FY2015: 15,872
FY2016: 16,320
NPI (RM 000) FY2014: 9,599
FY2015: 11,893
FY2016: 12,297
Appraised Value as at 1 March 2016 (RM 000) 150,000
Purchase consideration (including Related Assets)(RM 000) 150,043
Number of tenancies as at 31 October 2016 277

55
The table below sets out a summary of selected information of the master title in relation
to KiP Mart Tampoi:

Land area of the individual title 42,010 (equivalent to 452,191 sq ft)


(sq m)

Tenure 99 years, expiring on 24 September 2092

Individual title information HSD 452673, PTD 152711, Mukim of Pulai, District of Johor
Bahru, Johor Darul T akzim

Encumbrances/material The following charges over the Master Title are registered in
limitations in the individual title favour of elMB Islamic Bank Berhad:

(a) A private caveat registered on 2 September 2014 vide


Presentation No. 28867/2014

(b) A charge registered on 5 November 2014 vide


Presentation No. 92431/2014

Other than the above, a private caveat was lodged by the


Trustee on behalf of KIP REIT vide Presentation No.
36651/2016 on 8 December 2016.

Restrictions-in-interest in the (a) The proprietor of the land is not permitted to offer or
individual title sell units (parcels) in the building to be constructed on
this land unless the building has constructed in
accordance with the plans approved by the relevant
authority.

(b) Parcels in the building erected on this land whose


ownership belongs to a Bumiputera/Bumiputera
company, cannot thereafter be sold, leased or
transferred in any manner whatsoever to a non-
Bumiputera or non-Bumiputera company without the
consent of the State Authority.

(c) Parcels in the building erected on this land cannot be


sold or transferred in any manner whatsoever to a
non-citizen/foreign company without the consent of the
State Authority.

Express conditions in the (a) This land is to be used as a multi-storey building for
individual title commercial purposes and built according to the plan
approved by the local authority.

(b) Any dirt and pollution as a result of these activities must


be channelled or disposed of in the respective locations
as designated by the local authority.

(c) All terms and conditions that have been enforced by the
local authority from time to time must be adhered to.

Note:

(1)
The charges over Individual Title of each Subject Property will be discharged by the respective banks for
al/ the Subject Properties in accordance to the terms and conditions of the SPAs dated 4 November 2016
for the Acquisitions.

56
2.6.4 Tenant Profile of KiP Mart Tampoi

(i) Top Ten Tenants of KiP Mart Tampoi

The top ten tenants by contribution to Occupied LA (disclosed based on their


respective trade names) of KiP Mart Tampoi as at 31 October 2016 are set out
below. The top ten tenants contributed an aggregate of 17.5% to Gross Rental
Income and occupy an aggregate of 48.3% of the Occupied LA of KiP Mart
Tampoi as at 31 October 2016.

Percentage of
Tenants trade name Trade sector Occupied LA (%)
Pasaraya Hwa Thai Supermarket 15.5
COURTS IT and electrical 10.5
JH Fashion apparel 5.4
Lionmas IT and electrical 3.9
Your One-Stop Household Centre Household products, gifts, 3.5
and stationery
Pustaka Azhar Household products, gifts, 3.4
and stationery
Classics Living Furniture Furniture and show gallery 2.0
Darson IT and electrical 1.4
Black Zone Enterprise Fashion apparel 1.4
Marrybrown Food and beverage 1.3
Sub-total 48.3
Others 51.7
Total 100.0

(ii) Trade Sector Analysis of KiP Mart Tampoi

The table below provides a breakdown of the different trade sectors represented
in KiP Mart Tampoi as at 31 October 2016.

Percentage of Occupied Percentage of Gross


Trade sector LA Rental Income
Fashion apparel 22.3 27.8
Fresh market 14.4 22.3
IT and electrical 18.7 10.4
Food and beverage 4.6 10.2
Household products, gifts, and 10.5 8.1
stationery
Beauty, health and well ness 4.3 5.3
Furniture and show gallery 6.5 6.6
Supermarket 15.5 4.8
Entertainment and leisure 1.4 3.0
Sundry and services 1.3 0.7
Jewellery 0.5 0.8
- - _....
Total 100.0 100.0

57
2.6.5 Occupancy and Rental Profiles of KiP Mart Tampoi

The table below sets out the average Occupancy Rates and the average monthly Gross
Rental Income of KiP Mart Tampoi.

Average Average Monthly Gross


Occupancy Rate Rental Income per sq ft (RM
Period (%) per sq ft)
FY2014 98.4 8.46
FY2015 96.2 8.29
FY2016 96.9 7.80
4-month period ended 31 October 2016 97.3 7.75

The decrease of the average Occupancy Rates from FY2014 to FY2015 is mainly due to
termination of two tenancies in May 2014. The decrease is also due to the completion of
the extension in November 2014 which increased the LA of KiP Mart Tampoi. Please
refer to Section 2.6.7(i) for further information on the extension.

The decrease in average monthly Gross Rental Income per sq ft from FY2014 to FY2015
is due to the additional LA from the extension which was rented out at a lower rate. The
decrease, however, was slightly mitigated by expired tenancies which were renewed at a
higher rental rate.

The decrease for the average monthly Gross Rental Income per sq ft in FY2016 is
mainly due to the additional LA from the extension rented at a lower rate for the full year
as compared to only 6 months in FY2015.

The average monthly Gross Rental Income per sq ft for the 4-month period ended 31
October 2016 decreased due to a lower rental rate from new tenancies replacing expired
tenancies.

2.6.6 Tenancy Profile of KiP Mart Tampoi

The table below illustrates the percentage of tenants by Occupied LA by the number of
years as tenants in KiP Mart Tampoi as at 31 October 2016.

Percentage of tenants by Occupied LA (%)


1 to 5 years as 5 to 10 years as More than 10 years
As at tenants tenants as tenants
31 October 2016 52.1 15.0 32.9

The table below illustrates the tenancy expiry profile of KiP Mart Tampoi as at 31
October 2016.

Percentage of Percentage of Gross


Number of Occupied LA expiring Rental Income
Period tenancies expiring (%) expiring (%)
FY2017 41 15.6 9.2
FY2018 55 12.7 20.1
FY2019 109 50.1 43.0
FY2020 72 21.6 27.7
Total 277 100.0 100.0

58
2.6.7 Major Expansion and Renovation of KiP Mart Tampoi

(i) Completed by the Vendor

During the two years prior to the Latest Practicable Date, Kipmart Tampoi Sdn
8hd, being the Vendor of KiP Mart Tampoi, has completed the extension of a
new wing with additional LA of 25,937 sq ft in November 2014 and the
installation of new roofing which is expected to commence in the first quarter
2017.

(ii) Future Enhancements

The Manager intends to carry out major upgrading works in FY2017 and
FY2018, which include, amongst others, upgrading of facilities and amenities
such as the upgrading of restrooms, installation of new roofing and installation of
additional air conditioners for the corridors and concourse area to offer a more
convenient shopping experience to its shoppers; as well as facelifts such as the
installation of a new glass panel and automated sliding door, installation of
additional ceiling and lighting to corridor and concourse, renovation of covered
car park and landscaping and other enhancements such as the installation of
additional sprinklers and installation of new advertisement panel.

2.7 KiP MART KOTA TINGGI

2.7.1 Vendor

Genius Chance Sdn 8hd

2.7.2 Address

No.1, Jalan Maju, 81900 Kota Tinggi, Johor Darul Takzim

2.7.3 Description

KiP Mart Kota Tinggi is a single-storey retail centre with a mezzanine floor which has
commenced operations since 7 November 2008. The layout area for KiP Mart Kota
Tinggi is divided into several areas for, amongst others, a fresh market, dry retail lots, a
food court and various promotion areas with an LA of 72,232 sq ft as at 31 October
2016. KiP Mart Kota Tinggi is located on 168,111 sq ft of land located along Jalan Maju,
Kota Tinggi. KiP Mart Kota Tinggi has 153 tenancies as at 31 October 2016.

The table below sets out a summary of selected information on KiP Mart Kota Tinggi.

Existing use Retail centre


Age of Subject Property as at 31 October 2016 8 years
GFA as at 31 October 2016(sq ft) 113,958
LA as at 31 October 2016 (sq tt) 72,232
Number of car park bays as at 31 October 2016 196
Total Revenue (RM 000) FY2014: 6,048
FY2015: 6,296
FY2016: 6,347
NPI (RM 000) FY2014: 3,549
FY2015: 4,021
FY2016: 3,859
Appraised Value as at 1 March 2016 (RM 000) 55,000
Purchase consideration (including Related Assets)(RM 000) 55,002
Number of tenancies as at 31 October 2016 153

59
The table below sets out a summary of selected information of the master title in relation
to KiP Mart Kota Tinggi:

Land area of the 15,618 (equivalent to 168,111 sq ft)


individual title (sq m)
Tenure Freehold
Individual title GRN 353762, Lot 28861, Mukim of Kota Tinggi. District of Kota
information Tinggi, Johor Darul Takzim
Encum brances/material The following charges over the Master Title are registered in favour
limitations in the of Hong Leong Bank Berhad:
individual title(1 )
(a) A private caveat registered on 23 November 2011 vide
Presentation No. 40213/2011

(b) A charge registered on 8 March 2012 vide Presentation No.


17560/2012

Other than the above, a private caveat was lodged by the Trustee
on behalf of KIP REIT vide Presentation No. 36654/2016 on 8
December 2016.
Restrictions-in-interest (a) The proprietor of the land is not permitted to offer or sell units
in the individual title (parcels) in the building to be constructed on this land unless
the building has constructed in accordance with the plans
approved by the relevant authority.

(b) Parcels in the building erected on this land whose ownership


belongs to a Bumiputera/Bumiputera company, cannot
thereafter be sold, leased, charged or transferred in any
manner whatsoever to a non-Bumiputera or non-Bumiputera
company without the consent of the State Authority.

(c) Parcels in the building erected on this land cannot be sold or


transferred in any manner whatsoever to a non-citizen/foreign
company without the consent of the State Authority.
Express conditions in (a) This land is to be used as a multi-storey building for commercial
the individual title purposes and built according to the plan approved by the local
authority.

(b) Any dirt and pollution as a result of these activities must be


channelled or disposed of in the respective locations as
designated by the local authority.

(c) All terms and conditions that have been enforced by the local
authority from time to time must be adhered to.
Note:

(1) The charges over the Individual Title of each Subject Properly will be discharged by the respective banks
for all the Subject Properlies in accordance to the terms and conditions of the SPAs dated 4 November
2016 for the Acquisitions.

60
2.7.4 Tenant Profile of KiP Mart Kota Tinggi

(i) Top Ten Tenants of KiP Mart Kota Tinggi

The top ten tenants by contribution to Occupied LA (disclosed based on their


respective trade names) of KiP Mart Kota Tinggi as at 31 October 2016 are set
out below. The top ten tenants contributed an aggregate of 27.1 % to Gross
Rental Income and occupy an aggregate of 57.4% of the Occupied LA of KiP
Mart Kota Tinggi as at 31 October 2016.

Percentage of
Tenants trade name Trade sector Occupied LA (%)
Pasaraya Song mart (Kota Supermarket 26.6
Tinggi) Sdn Bhd
Lionmas IT and electrical 11.3
LinkMe LM Trading Sdn Bhd Household products, gifts, and 6.5
stationery
Siang Heng Marketing Sdn Bhd Fresh market 3.0
Marrybrown Food and beverage 2.4
KVNP Enterprise Fresh market 2.2
Kedai Kasut Angel Girl Fashion apparel 2.0
DOM Fashion apparel 1.4
Hup Heng Fresh market 1.0
Toyota Furniture and show gallery 1.0
Sub-total 57.4
Others 42.6
Total 100.0

(ii) Trade Sector Analysis of KiP Mart Kota Tinggi

The table below provides a breakdown of the different trade sectors represented
in KiP Mart Kota Tinggi as at 31 October 2016.

Percentage of
Percentage of Occupied Gross Rental
Trade sector LA Income
Fresh market 21.3 26.8
Fashion apparel 13.5 22.4
Food and beverage 7.2 12.1
Supermarket 26.6 7.4
IT and electrical 14.6 8.7
Household products, gifts, and 7.8 6.0
stationery
Furniture and show gallery 2.4 4.2
Entertainment and leisure 1.9 4.2
Beauty, health and well ness 2.4 3.8
Jewellery 1.3 2.3
Sundry and services 1.0 2.1
Total 100.0 100.0

61
2.7.5 Occupancy and Rental Profiles of KiP Mart Kota Tinggi

The table below sets out the average Occupancy Rates and the average monthly Gross
Rental Income of KiP lVIart Kota Tinggi.

Average Occupancy Monthly average Gross Rental


Period Rate Income per sq ft (RM per sq ft)
------".-~---

FY2014 96.6 6.27


FY2015 96.5 6.38
FY2016 95.8 6.74
4-month period ended 31 94.6 6.87
October 2016

The increase in the rental rate upon the renewal of tenancies with existing tenants in
November 2015, offset a decrease in the rental rates of new tenancies replacing expired
tenancies, resulting in a net increase in the monthly average Gross Rental Income per sq
ft for FY 2016. The decrease in the average Occupancy Rate is due to vacancy between
the expiry of some of the tenancies and commencement of new tenancies to replace the
expired tenancies.

The decrease in average occupancy rate for the 4-month period ended 31 October 2016
is mainly due to the withdrawal of the tenancy for the food court in June 2016. However,
the area was replaced with a new tenancy commencing in August 2016, at a higher
rental rate.

2.7.6 Tenancy Profile of KiP Mart Kota Tinggi

The table below illustrates the percentage of tenants by Occupied LA by the number of
years as tenants in KiP Mart Kota Tinggi as at 31 October 2016.

Percentage of tenants by Occupied LA (%)


1 to 3 years as 3 to 6 years as More than 6 years
As at tenants tenants as tenants
31 October 2016 40.5 15.1 44.4

The table below illustrates the tenancy expiry profile of KiP Mart Kota Tinggi as at 31
October 2016.

Percentage of Percentage of Gross


Number of Occupied LA Rental Income
Period tenancies expiring expiring (%) expiring (%)
FY2017 44 29.1 22.0
FY2018 41 44.5 31.5
FY2019 68 26.4 46.5
FY2020
Total 153 100.0 100.0

2.7.7 Major Expansion and Renovation of KiP Mart Kota Tinggi

(i) Completed by the Vendor

During the two years prior to the Latest Practicable Date, there was no major
expansion and renovation completed by the Vendor.

62
(ii) Future Enhancements

The Manager intends to carry out major upgrading works in FY2017 and
FY2018, which include, amongst others, upgrading of facilities and amenities
such as the installation of additional air conditioners to offer a more convenient
shopping experience to its shoppers; as well as face lifts such as the installation
of a new glass panel and automated sliding door, installation of additional ceiling
and lighting to corridor and concourse, renovation of covered car park and
landscaping and other enhancements such as the installation of additional
sprinklers and installation of new advertisement panel.

2.8 KIP MART MASAI

2.8.1 Vendor

Enrich Assets Sdn Bhd

2.8.2 Address

KiP Mart Masai, Jalan Persiaran Dahlia 2, Taman Bukit Dahlia, 81700 Pasir Gudang,
Johor Darul Takzim

2.8.3 Description

KiP Mart Masai is a single-storey retail centre with a mezzanine floor which has
commenced operations since 25 January 2011. The layout area for KiP Mart Masai is
divided into several areas for, amongst others, a fresh market, dry retail lots, a food court
and various promotion areas with an LA of 143,204 sq ft as at 31 October 2016. KiP Mart
Masai is located on 472,757 sq ft of land located in Taman Bukit Dahlia, Pasir Gudang.
KiP Mart Masai has 260 tenancies as at 31 October 2016.

The table below sets out a summary of selected information on KiP Mart Masai.

Existing use Retail centre


Age of Subject Property as at 31 October 2016 5 years
GFA as at 31 October 2016 (sq ft) 247,990
LA as at 31 October 2016 (sq ft) 143,204
Number of car park bays as at 31 October 2016 628
Total Revenue (RM 000) FY2014: 14,036
FY2015: 14,535
FY2016: 15,471
NPI (RM 000) FY2014: 9,495
FY2015: 10,454
FY2016: 11,242
Appraised Value as at 1 March 2016 (RM 000) 157,000
Purchase consideration (including Related Assets)(RM 000) 157,007
Number of tenancies as at 31 October 2016 260

Land area of the individual title 43,921 (equivalent to 472,757 sq ft)


(sq m)

Tenure 99 years, expiring on 28 December 21 08

Individual title information PN 70766, Lot 198634 (previously known as HSD 478086,
PTD 204780), Mukirn of Plentong, District of Johor Bahru,
Johor Darul Takzim

63
Encumbranceslmaterial (1) The following charges over the Master Title are
limitations in the individual registered in favour of OeBe Bank (Malaysia) Berhad:
title(1)
(a) A private caveat registered on 2 April 2010 vide
Presentation No. 11517/2010

(b) A charge registered on 5 June 2012 vide


Presentation No. 34882/2010

(c) A charge registered on 8 June 2015 vide


Presentation No. 44756/2015

(2) The following charges over the Master Title are


registered in favour of OeBe AI-Amin Bank Berhad:

{a} A charge registered on 5 June 2012 vide


Presentation No. 44290/2012

Other than the above, a private caveat was lodged by the


Trustee on behalf of KIP REIT vide Presentation No.
3667212016 on 8 December 2016.

Restrictions-in-interest in the (1) The proprietor of the land is not permitted to offer or sell
individual title units (parcels) in the building to be constructed on this
land unless the building has started construction in
accordance with the plans approved by the relevant
local authority.

(2) Where the land has been subdivided into a 'subsidiary


title', and ownership of the 'subsidiary title' is transferred
to a Bumiputera, then the land may not be subsequently
sold, leased, charged or transferred to a non-
Bumiputera without the consent of the State Authority.

(3) The subdivided 'subsidiary title' of the land shall not be


sold or transferred in any manner whatsoever to a non-
Bumiputera without the consent of the State Authority.

Express conditions in the {1} This land is to be permanently used as a commercial


individual title building and built according to the plan approved by the
local authority

(2) Any dirt and pollution as a result of these activities must


be channelled or disposed of in the respective locations
as designated by the local authority.

{3} All terms and conditions that have been enforced by the
local authority from time to time must be adhered to.

Note:

(1) The charges over the Individual Title of each Subject Property will be discharged by the
respective banks for all the Subject Properties in accordance to the terms and conditions
of the SPAs dated 4 November 2016 for the Acquisitions.

64
2.8.4 Tenant Profile of KiP Mart Masai

(i) Top Ten Tenants of KiP Mart Masai

The top ten tenants by contribution to Occupied LA (disclosed based on their


respective trade names) of KiP Mart Masai as at 31 October 2016 are set out
below. The top ten tenants contributed an aggregate of 17.7% to Gross Rental
Income and occupy an aggregate of 41.1 % of the Occupied LA of KiP Mart
Masai as at 31 October 2016.

Percentage of
Tenants trade name Trade sector Occupied LA (%)
Pemborong & Pembekal Barangan Supermarket 16.8
Runcit Pasaraya Hwa Thai
LinkMe LM Household products, gifts, 5.1
and stationery
Lionmas IT and electrical 3.7
Pusat Perabot Classics Living Furniture and show gallery 3.5
Furniture
Wan ita Anggun Collection Fashion apparel 2.9
Kedai Buah-Buahan Liew Peng Fresh market 2.0
Trading Sdn Bhd
Pembekal Buah-Buahan Siang Fresh market 1.9
Heng Marketing Sdn Bhd
Bulik Fesyen Factory Outlet Fashion apparel 1.8
YYU Fashion Fashion apparel 1.8
Kedai Elektrik YES IT and electrical 1.6
SUb-total 41.1
Others 58.9
Total 100.0

65
(ii) Trade Sector Analysis of KiP Mart Masai

The table below provides a breakdown of the different trade sectors represented
in KiP lVlart Masai as at 31 October 2016.

Percentage of
Percentage of Occupied ~ross Rental
Trade sector LA Income
Fashion apparel 23.1 28.4
Fresh market 19.0 23.9
Food and beverage 6.2 10.7
IT and electrical 6.8 9.6
Beauty, health and wellness 4.9 6.3
Household products, gifts, and 10.9 5.9
stationery
Furniture and show gallery 7.8 4.3
Supermarket 16.8 3.4
Jewellery 0.9 2.0
Sundry and services 2.0 3.0
Entertainment and leisure 1.6 2.5
Total 100.0 100.0

2.8.5 Occupancy and Rental Profiles of KiP Mart Masai

The table below sets out the average Occupancy Rates and the average monthly Gross
Rental Income of KiP Mart Masai.

Average Occupancy Average Monthly Gross Rental


Period Rate Income per sq ft (RM per sq tt)
FY2014 99.0 8.54
FY2015 98.3 8.72
FY2016 91.7 9.06
4-month period ended 31 92.6 9.18
October 2016

The decrease in the average Occupancy Rate for FY2016 compared with FY2015 is due
to the non-renewal of one mini anchor tenant and the completion of an extension to KiP
lVlart Masai in November 2015, resulting in additional LA of 15,794 sq ft. However, this is
mitigated by higher rental rates from renewal of expiring tenancies in FY2016. The
average Occupancy Rate has since increased in the following 4-month period ended 31
October 2016 from new tenants occupying the extension area.

2.8.6 Tenancy Profile of KiP Mart Masai

The table below illustrates the percentage of tenants by Occupied LA by the number of
years as tenants in KiP Mart Masai as at 31 October 2016.

Percentage of tenants by Occupied LA (%)


1 to 2 years as 2 to 4 years as More than 4 years
As at tenants tenants as tenants
31 October 2016 21.5 4.7 73.8

66
The table below illustrates the tenancy expiry profile of KiP Mart Masai as at 31 October
2016.

Percentage of
Number of Occupied LA Percentage of Gross Rental
Period tenancies expiring expiring ('Yo) ~ome expiring ('Yo)
FY2017 256 99.6 99.0
FY2018 0.2 0.4
FY2019 3 0.2 0.6
FY2020
Total 260 100.0 100.0

2.8.7 Major Expansion and Renovation of KiP Mart Masai

(i) Completed by the Vendor

During the two years prior to the Latest Practicable Date, the Vendor has
completed the following major asset enhancements:

(a) An extension completed in November 2015, resulting in an additional LA


of 15,794 sq ft; and

(b) The implementation of a 425 kWp solar photovoltaic system on rooftop


of KiP Mart Masai, in December 2015. This has resulted in average
savings of about 20% on utility costs per month.

(ii) Future Enhancements

The Manager intends to undertake minor upgrade and maintenance of the


building in FY2018.

2.9 KIP MART LAVENDER SENAWANG

2.9.1 Vendor

Setia Wirajaya Sdn Bhd

2.9.2 Address

No.1, Jalan KLS 1, Lavender Heights, 70450 Seremban, Negeri Sembilan Darul Khusus

2.9.3 Description

KiP Mart Lavender Senawang is a single-storey retail centre with a mezzanine floor
which has commenced operations since 18 December 2012. The layout area for KiP
Mart Lavender Senawang is divided into several areas for, amongst others, a fresh
market, dry retail lots and various promotion areas with an LA of 115,640 sq ft as at 31
October 2016. KiP Mart Lavender Senawang is located on 438,414 sq ft of land located
within the Lavender Heights township area, Seremban. KiP Mart Lavender Senawang
has 76 tenancies as at 31 October 2016.

67
The table below sets out a summary of selected information on KiP Mart Lavender
Senawang.

Existing use Retail centre


Age of Subject Property as at 31 October 2016 4 years
GFA as at 31 October 2016 (sq ft) 175,095
LA as at 31 October 2016 (sq ft) 115,640
Number of car park bays as at 31 October 2016 584
Total Revenue (RM 000) FY2014: 5,906
FY2015: 3,871
FY2016: 3,352
NPI (RM 000) FY2014: 2,777
FY2015: 1,121
FY2016:919
Appraised Value as at 1 March 2016 (RM 000) 38,000
Purchase consideration (including Related Assets)(RM 000) 38,071
Number of tenancies as at 31 October 2016 76

The table below sets out a summary of selected information of the master title in relation
to KiP Mart Lavender Senawang:

Land area of individual title (sq 40,730 (equivalent to 438,414 sq ft)


m)

Tenure Freehold

Individual title information GRN 262080, Lot 61344, Pekan Senawang, District of
Seremban, Negeri Sembilan Darul Khusus

Encumbrances/material A charge registered on 5 July 2012 vide Presentation


limitations in the individual No. 1827412012 in favour of OCBC Bank (Malaysia)
title(1) Berhad.

Other than the above, a private caveat was lodged by


the Trustee on behalf of KIP REIT vide Presentation
No. 12038/2016 on 8 December 2016.

Restrictions in interest in the Not stated


individual title

Express conditions in the This land is to be used for commercial buildings only.
individual title

Note:

(1) The charges over the Individual Title of each Subject Property will be discharged by the
respective banks for aI/ the Subject Properties in accordance to the terms and conditions of the
SPAs dated 4 November 2016 for the Acquisitions.

68
2.9.4 Tenant Profile of KiP Mart Lavender Senawang

(i) Top Ten Tenants of KiP Mart Lavender Senawang

The top ten tenants by contribution to Occupied LA (disclosed based on their


respective trade names) of KiP Mart Lavender Senawang as at 31 October
2016 are set out below. The top ten tenants contributed an aggregate of 47.7%
to Gross Rental Income and occupy an aggregate of 70.9% of the Occupied LA
of KiP Mart Lavender Senawang as at 31 October 2016.

Percentage of
Tenants trade name Trade sector Occupied LA (%)
Pasaraya Syed Supermarket 38.7
Y Pay More Household products, gifts, 5.2
and stationery
Tewah Fashion apparel 5.2
Toy World Household products, gifts, 5.1
and stationery
Mr. DIY Household products, gifts 5.0
and stationery
Lionmas IT and electrical 4.1
TNL Trading Sdn Bhd Fresh market 2.9
Vegetable and grocery Fresh market 2.3
Restoran ABC Senawang Food and beverage 1.5
Farmasi Alpha.Com Beauty, health and wellness 0.9
Subtotal 70.9
Others 29.1
Total 100.0

(ii) Trade Sector Analysis of KiP Mart Lavender Senawang

The table below provides a breakdown of the different trade sectors represented
in KiP Mart Lavender Senawang as at 31 October 2016.

Percentage of Percentage of Gross


Trade sector Occupied LA (%) Rental Income (%)
Fresh market 10.0 16.0
Food and beverage 10.0 9.5
Fashion apparel 13.6 18.6
Supermarket 38.7 22.4
Household products, gifts, and 17.6 14.2
stationery
IT and electrical 4.1 6.3
Beauty, health and wellness 2.5 8.4
Sundry and services 2.2 2.4
Entertainment and leisure 0.4 1.3
Jewellery
Furniture and show gallery 0.9 0.9
Total 100.0 100.0

69
2.9.5 Occupancy and Rental Profiles of KiP Mart Lavender Senawang

The table below sets out the average Occupancy Rates and the average monthly Gross
Rental Income of KiP Mart Lavender Senawang.

Average Monthly Gross


Average Occupancy Rental Income per sq ft (RM
Period Rate (%) per sq ft)
FY2014 75.2 5.26
FY2015 81.1 3.19
FY2016 79.4 2.56
4-month period ended 31 72.6 2.80
October 2016

The increase in average Occupancy Rate from FY2014 to FY2015 is mainly due to new
short term tenants inc/uding one new anchor tenant, taking up a larger area from that
vacated by another anchor tenant in that period. FY2015 recorded a lower average
monthly Gross Rental Income per sq ft due to a lower rental rate for the new short term
tenants and rebates in rental rates to existing tenants to remain competitive.

The decrease in occupancy rate from FY2015 to FY2016 is due to the withdrawal of an
anchor tenant in August 2015 which was replaced in November 2015. The decrease in
average monthly Gross Rental Income per sq ft is due to the replacement of expired or
terminated tenancies at a lower rental rate.

The average Occupancy Rate has continued to decrease in FY2016 and the 4-month
period ended 31 October 2016 due to non-renewal of tenancy by a mini anchor tenant.
The average monthly Gross Rental Income per sq ft increased due to the withdrawal of a
mini anchor tenant which was enjoying a lower rental rate over a substantially large
space.

2.9.6 Tenancy Profile of KiP Mart Lavender Senawang

The table below illustrates the percentage of tenants by Occupied LA by the number of
years as tenants in KiP Mart Lavender Senawang as at 31 October 2016.

Percentage of tenants by Occupied LA (%)

As at Less than 1 as tenants More than 1 as tenants


31 October 2016 21.8 78.2

The table below illustrates the tenancy expiry profile of KiP Mart Lavender Senawang as
at 31 October 2016.

Percentage of Percentage of Gross


Number of tenancies Occupied LA Rental Income expiring
Period expiring expiring (%) (%)
FY2017 65 37.5 57.3
FY2018 6 14.1 12.9
FY2019 5 48.4 29.8
FY2020
Total 76 100.0 100.0

70
2.9.7 Major Expansion and Renovation of KiP Mart Lavender Senawang

(i) Completed by the Vendor

During the two years prior to the Latest Practicable Date, there was no major
expansion and renovation completed by the Vendor.

(ii) Future Enhancements

The Manager intends to undertake minor upgrade and maintenance of the


building in FY2018.

2.10 KIP MART MELAKA

2.10.1 Vendor

Projek Impiana Sdn Bhd

2.10.2 Address

No. 8999, Jalan Tun Fatimah, Batu Berendam, 75350 Melaka

2.10.3 Description

KiP Mart Melaka is a two-storey retail centre which has commenced operations since 26
March 2014. The layout area for KiP Mart Melaka IS divided into several areas for,
amongst others, dry retail lots, a supermarket, an amusement centre, car promotion
areas, a food court, a fast food restaurant and various promotion areas with an LA of
182,345 sq ft as at 31 October 2016. KiP Mart Melaka is located on 380,310 sq ft of land
located in the Batu Berendam industrial area in Melaka. KiP Mart Melaka has 80
tenancies as at 31 October 2016.

The table below sets out a summary of selected information on KiP Mart Melaka.

Existing use Retail centre


Age of Subject Property as at 31 October 2016 2 years
GFA as at 31 October 2016 (sq ft) 276,987
LA as at 31 October 2016 (sq ft) 182,345
Number of car park bays as at 31 October 2016 520
Total Revenue (RM 000) FY2014: 1,345
FY2015: 6,205
FY2016: 6,518
NPI/(Net Property Loss) (RM 000) FY2014: (301)
FY2015:927
FY2016: 2,289
Appraised Value as at 1 March 2016 (RM 000) 50,000
Purchase consideration (including Related Assets)(RM 000) 50,168
Number of tenancies as at 31 October 2016 80

71
The table below sets out a summary of selected information of the master title in relation
to KiP Mart Melaka:

Land area of the individual title 35,332 (equivalent to 380,310 sq ft)


(sq m)

Tenure 99 years, expiring on 17 November 2112

Individual title information HSD 76142, PT 6786, Mukim of Bachang, District of Melaka
Tengah, Melaka

Encumbrances/material The following charges over the Master Title are registered in
limitations in the individual favour of Alliance Bank Malaysia Berhad:
title(1)
(a) A charge registered on 27 April 2011 vide
Presentation No. 0400SC2011 005051

(b) A charge registered on 16 May 2012 vide


Presentation No. 0400SC2012006582

(c) A charge registered on 23 March 2016 vide


Presentation No. 0400SC2016002934

Other than the above, a private caveat was lodged by the


Trustee on behalf of KIP REIT vide Presentation No.
0400B2016004823 on 8 December 2016.

Restrictions-in-interest in the This land is not allowed to be transferred or leased except


individual title with the consent of the State Authority. This restriction is
exempted to the first buyer of the land.

Express conditions in the Commercial Buildings Only.


individual title

Note:

(1) The charges over the Individual Title of each Subject Property will be discharged by the respective
banks for all the Subject Properties in accordance to the terms and conditions of the SPAs dated 4
November 2016 for the Acquisitions.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

72
2.10.4 Tenant Profile of KiP Mart Melaka

(i) Top Ten Tenants of KiP Mart Melaka

The top ten tenants by contribution to Occupied LA (disclosed based on their


respective trade names) of KiP Mart Melaka as at 31 October 2016 are set out
below. The top ten tenants contributed an aggregate of 27.9% to Gross Rental
Income and occupy an aggregate of 70.9% of the Occupied LA of KiP Mart
Melaka as at 31 October 2016.

Percentage of
Tenants by trade name Trade sector Occupied LA (%)
Pasaraya Family Store Supermarket 38.6
Toy World Household products, gifts and 9.6
stationery
Mr. DIY Household products, gifts, and 5.4
stationery
Lionmas IT and electrical 4.7
Soon Siang Stationery Household products, gifts, and 4.3
stationery
Kidzon Entertainment and leisure 2.1
Keluarga Ali Food and beverage 1.8
MB Culinary Food and beverage 1.5
Old Town Kopitiam Food and beverage 1.5
HY Fruits Trading Fresh market 1.4
SUb-total 70.9
Others 29.1
Total 100.0

(ii) Trade Sector Analysis of KiP Mart Melaka

The table below provides a breakdown of the different trade sectors represented
in KiP Mart Melaka as at 31 October 2016.

Percentage of
Percentage of Occupied Gross Rental
Trade sector LA Income
Fashion apparel 11.3 31.9
Food and beverage 8.6 17.4
IT and electrical 9.5 14.4
Supermarket 39.3 11.7
Household products , gifts, and 20.7 9.1
stationery
Beauty, health and well ness 2.4 6.7
Entertainment and leisure 5.0 4.4
Sundry and services 0.3 0.5
Fresh market 1.4 2.0
Jewellery 0.5 0.9
Furniture and show gallery 1.0 1.0
Total 100.0 100.0

73
2.10.5 Occupancy and Rental Profiles of KiP Mart Melaka

The table below sets out the average Occupancy Rates and the average monthly Gross
Rental Income of KiP Mart Melaka.

Average Monthly Gross


Average Occupancy Rate Rental Income per sq ft (RM
Period per sq ft)
FY2014(1) 82.8 1.63
FY2015 78.9 2.64
FY2016 74.0 2.58
4-month period ended 31 65.8 2.75
October 2016

Note:
I}
For the 3-month period ended 30 June 2014. The low average monthly Gross Rental
Income is due to KiP Mart Melaka commencing operations at the end of March and
incentives granted to tenants such as 1 months' free rental for tenants who were able to
commence operations on time.

The decrease in average Occupancy Rate from FY2014 to FY2016 is due to withdrawal
of an anchor tenant operating as a supermarket in April 2015 and withdrawal of another
anchor tenant occupying the mezzanine floor in August 2015. The decrease is mitigated
with the replacement of the tenancy in the supermarket area by a new anchor tenant in
June 2015 and several short term tenancies at the mezzanine floor. The decrease in
average Occupancy Rate for the 4-month period ended 31 October 2016 is due to non-
renewal of the short term tenancies. Nevertheless, an existing mini anchor tenant has
committed to rent a further 10,000 sq ft commencing in December 2016.

The average monthly Gross Rental Income per sq ft increased from FY2014 due to full
year of operations commencing in FY2015. The average monthly Gross Rental Income
per sq ft stabilized through FY2016 and the 4-month period ended 31 October 2016.

2.10.6 Tenancy Profile of KiP Mart Melaka

The table below illustrates the percentage of tenants by Occupied LA by the number of
years as tenants in KiP Mart Melaka as at 31 October 2016.

Percentage of tenants by Occupied LA (%)

As at Less than 1 year as tenants More than 1 year as tenants


31 October 2016 25.5 74.5

The table below illustrates the tenancy expiry profile of KiP Mart Melaka as at 31 October
2016.

Percentage of Percentage of Gross


Number of Occupied LA Rental Income expiring
Period tenancies expiring expiring (%)
FY2017 34 29.8 32.9
FY2018 42 68.8 63.7
FY2019 4 1.4 3.4
FY2020
Total 80 100.0 100.0

74
2.10.7 Major Expansion and Renovation of KiP Mart Melaka

(i) Completed by the Vendor

During the two years prior to the Latest Practicable Date, there was no major
expansion and renovation completed by the Vendor.

(ii) Future Enhancements

The Manager intends to undertake minor upgrade and maintenance of the


building in FY2018.

2.11 KIP MALL BANGI

2.11.1 Vendor

Landasan Primamaju Sdn Bhd

2.11.2 Address

No.1, Jalan Medan Bangi, 43650 Bandar Baru Bangi, Selangor Darul Ehsan

2.11.3 Description

KiP Mall Bangi is a five-storey shopping centre with one level of mezzanine floor and two
levels of basement car park which was acquired on 26 March 2015. The layout area for
KiP Mall Bangi is divided into several areas for, amongst others, dry retail lots, a
supermarket, an entertainment area, a food court, a fast food area, restaurants, a
bowling alley and various promotion areas with an LA of 261,710 sq ft as at 31 October
2016. KiP Mall Bangi is located on 92,817 sq ft of land located along Jalan Medan Bangi,
Bandar Baru Bangi. KiP Mall Bangi has 160 tenancies as at 31 October 2016.

The table below sets out a summary of selected information on KiP Mall Bangi.

Existing use Shopping Centre


Age of Subject Property as at 31 October 2016 Approximately 18 years
GFA as at 31 October 2016 (sq ft) 348,203
LA as at 31 October 2016 (sq ft) 261,710
Number of car park bays as at 31 October 2016 475
Total Revenue (RM 000) FY2014: 14,087
FY2015: 15,020
FY2016: 16,347
NPI (RM 000) FY2014: 7,637
FY2015: 9,858
FY2016: 11,631
Appraised Value as at 1 March 2016 (RM 000) 130,000
Purchase consideration (including Related Assets)(RM 000) 130,000
Num ber of tenancies as at 31 October 2016 160

75
The table below sets out a summary of selected information of the master title in relation
to KiP Mall Bangi:

Land area of the individual title 8,623 (equivalent to 92,817 sq ft)


(sq m)

Tenure 99 years, expiring on 14 July 2093

Individual title information HSD 36945, PT 29330, Mukim of Kajang, District of Ulu
Langat, Selangor Darul Ehsan

Encumbrances/material A charge registered in favour of OCBC Bank (Malaysia)


limitations in individual title Berhad vide Presentation No. 27157/2015

Other than the above, a private caveat was lodged by the


Trustee on behalf of KIP REIT vide Presentation No.
59776/2016 on 8 December 2016.

Restrictions-in-interest in the This land is not allowed to be transferred, leased or charged


individual title except with the consent of the State Authority.

Express conditions in the Commercial Buildings Only.


individual title

Note:

(1) The charges over the Individual Title of each Subject Property will be discharged by the
respective banks for all the Subject Properties in accordance to the terms and conditions
of the SPAs dated 4 November 2016 for the Acquisitions.

2.11.4 Tenant Profile of KiP Mall Bangi

(i) Top Ten Tenants of KiP Mall Bangi

The top ten tenants by contribution to Occupied LA (disclosed based on their


respective trade names) of KiP Mall Bangi as at 31 October 2016 are set out
below. The top ten tenants contributed an aggregate of 31.1 % to Gross Rental
Income and occupy an aggregate of 71.1 % of the Occupied LA of KiP Mall Bangi
as at 31 October 2016.

'---_ _T.:. . :H. :.:E: . . :R:. . : E=..S,T OF THIS PAGE IS INTENTIONALLY LEFT BLANK

76
Percentage of
Tenants by trade name Trade sector Occupied LA (%)

Giant Hypermarket Supermarket 35.1


Bangi Superbowl Entertainment and leisure 12.6
Pusat Kain Silk House Fashion apparel 5.1
Mr. DIY Household products, gifts, and 5.0
stationery
Sport Planet Fashion apparel 3.8
Toy World Household products, gifts and 2.1
stationery
Vinida Collections Fashion apparel 2.0
MG Concept Store Fashion apparel 2.0
Kedai Buku Smart Household products, gifts, and 2.0
stationery
Central Market Fish Head Food and beverage 1.4
Curry
Sub-total 71.1
Others 28.9
Total 100.0

(ii) Trade Sector Analysis of KiP Mall Bangi

The table below provides a breakdown of the different trade sectors represented
in KiP Mall Bangi as at 31 October 2016.

Percentage of Percentage of Gross


Trade sector Occupied LA (%) Rental Income (%)
Fashion apparel 25.0 26.9
Supermarket 35.1 16.9
IT and electrical 3.1 13.7
Food and beverage 5.6 13.7
Household products, gifts, and 13.3 12.3
stationery
Beauty, health and well ness 2.0 6.3
Jewellery 1.2 3.5
Entertainment and leisure 13.3 3.0
Sundry and services 0.8 3.2
Furniture and show gallery 0.6 0.5
Total 100.0 100.0

2.11.5 Occupancy and Rental Profiles of KiP Mall Bangi

The table below sets out the average Occupancy Rates and the average monthly Gross
Rental Income of KiP Mall Bangi.

Average Occupancy Average Monthly Gross Rental


Period(1) Rate (%) Income per sq ft (RM per sq tt)
FY2015(2) 86.8 3.33
FY2016 88.6 4.04
4-month period ended 31 90.3 3.91
October 2016

77
Notes:
(1)
The average occupancy rate of KiP Mall Bangi for the FY2014 are not available as the
acquisition of KiP Mall Bangi by Landasan Primamaju Sdn Bhd was completed only in
March 2015.
(2)
For the 4-month period ended 30 June 2015.

The decrease in the average monthly Gross Rental Income per sq ft for the 4-month
period ended 31 October 2016 is due to new tenants at the top floor of KiP Mall Bangi
which was rented out at lower rental rates.

2.11.6 Tenancy Profile of KiP Mall 8angi

The percentage of tenants by Occupied LA by the number of years as tenants in KiP


Mall Bangi is not available as the acquisition of KiP Mall Bangi by Landasan Primamaju
Sdn Bhd was completed in March 2015.

The table below illustrates the tenancy expiry profile of KiP Mall Bangi as at 31 October
2016.

Percentage of Percentage of Gross


Number of Occupied LA Rental Income expiring
Period tenancies expiring expiring (%)
FY2017 100 39.8 47.1
FY2018 40 14.5 21.4
FY2019 17 40.4 27.9
FY2020 3 5.3 3.6
Total 160 100.0 100.0

2.11.7 Major Expansion and Renovation of KiP Mall 8angi

(i) Completed by the Vendor

From the date of acquisition by the Vendor in March 2015 until the Latest
Practicable Date, there was no major expansion and renovation completed by
the Vendor.

(ii) Future Enhancements

The Manager intends to carry out major upgrading works in FY2017 and
FY2018, which include, amongst others, the demolition of cineplex and
upgrading of facilities and amenities such as renovation works on the 5th floor
and the installation of additional air conditioners to offer a more convenient
shopping experience to its shoppers; as well as internal and external facelifts
and other enhancements such as the installation of new advertisement panel.

2.12 TENANCY MANAGEMENT

The tenancy agreements entered into for the Subject Properties include terms and conditions
relating to the term of the tenancy as well as renewal, assignment and termination of the
tenancy. These terms and conditions may vary to accommodate the specific needs of some
tenants.

The Management does not have a formal policy on rebates and soft commissions. However, in
the past two years, rebates were given to certain tenants on case-by-case basis in KiP Mart
Lavender Senawang and KiP Mart Melaka to remain competitive.

78
The tenancy agreements entered into are generally for one to two-year term with the option to
renew for another term, subject to revision of rental (if any) to be agreed. Certain major tenants
have the option to renew their tenancies after a term of three years, five terms in total, at the
prevailing market rate to be agreed upon by the parties, subject to a pre-agreed maximum
increase of the monthly rental.

The tenant's right to exercise the option to renew is generally subject, among others, to the
tenant giving the landlord written notice of such intention not less than 6 months prior to the
expiration of the term.

Tenants are generally required to provide deposits to cover rental, utility, and restoration.

2.13 INSURANCE

The Subject Properties are currently insured under property and liability insurance policies, with
coverage features and insured limits that are in line with industry practice in Malaysia. The
coverage of these insurances policies includes property loss or damage caused by fire,
consequential losses from fire, machine and office eqUipment, plate glass, burglary, fidelity
guarantee, money insurance policy, employer's liability and publlc liability. There are no
significant or unusual excess or deductible amounts required under these policies.

There are, however, certain risks that are not covered by such insurance policies, pursuant to
typical exclusions such as war, acts of terrorism and radioactive or nuclear risks.

The insurance policies will be endorsed in favour of the Trustee on the Completion Date of the
SPA.

2.14 FIRE PROTECTION

The fire protection system for each of the Subject Properties is manned on a 24-hour basis at a
fire command centre with the central monitoring system linked to the Malaysian Fire and Rescue
Department (Jabatan Bomba dan Penyelamat Malaysia). The Subject Properties have fire safety
personnel, who form part of an emergency response team and who ensure that all fire protection
systems and equipment are in working order. Each of the Subject Properties is also equipped
with a fire protection system which includes a fire detection system, fire suppression system and
smoke management system. Each of the Subject Properties has maintenance contractors for the
fire protection systems.

2.15 RETAIL PROPERTY COMPETITION

Please refer to Appendix B "Independent Property Market Report" of this Prospectus for further
details.

2.16 CAPITAL EXPENDITURE

The Manager envisages that there will be continuous upgrading, renovation and refurbishment
on the Subject Properties, where appropriate and feasible, from time to time, to ensure that the
said properties remain competitive in terms of attracting and/or retaining tenants.

2.17 LEGAL PROCEEDINGS

As at the Latest Practicable Date, neither of the Subject Properties nor the Manager is currently
involved in any material litigation nor, to the best of the Manager's knowledge, is any material
litigation currently contemplated or threatened against KIP REIT or the Manager.

79
3. PARTICULARS OF THE OFFERING

3.1 INTRODUCTION

The SC granted its approval for the Offering on 31 October 2016. The approval of the SC shall
not be taken to indicate that the SC recommends the Offering. Investors should rely on their
own evaluation to assess the merits and risks of the Offering and their investment in KIP
REIT. In considering the investment, if investors are in any doubt as to the action to be
taken, they should consult their stockbroker, bank manager, solicitor, accountant or other
professional advisers immediately.

Bursa Securities' approval for the admission of all the Units to be issued to the Official List of the
Main Market and for the listing of and quotation for all the said Units was obtained on 8
December 2016. All the Units will be admitted to the Official List of the Main Market and official
quotation will commence after receipt of confirmation from Bursa Depository that all the Units
have been credited into the respective CDS Account of the Vendors and/or their nominees
(pursuant to the Acquisitions) and the successful applicants and the notices of allotment of the
Units have been despatched to the said parties. Admission to the Official List of the Main Market
shall not be taken as an indication of the merits of KIP REIT, the Units, or the Offering.

Pursuant to Section 14(1) of the Central Depository Act, Bursa Securities will prescribe
the Units as a prescribed security. Consequently, the Units will be deposited directly with
Bursa Depository. Any dealings in the Units will be carried out in accordance with the
Deed, the Central Depositories Act and the Rules of Bursa Depository. Unit certificates
will not be issued to successful applicants.

Pursuant to the Listing Requirements, at least 25.0% of the total number of Units in issue must
be held by a minimum number of 1,000 public unitholders holding not less than 100 Units each
upon completion of the Offering and at the pOint of Listing or such other minimum public spread
as may be approved by Bursa Securities. The Manager expects to achieve the public unitholding
spread requirement at the point of Listing. In the event that the above requirement is not met
pursuant to the Offering, KIP REIT may not be allowed to proceed with the Listing. In this event,
monies paid in respect of all applications will be returned in full without interest.

Investors must have a CDS Account when applying for the Offer Units. In the case of an
application by way of an Application Form, applicants should state their CDS Account number in
the space provided in the Application Form. In the case of an application by way of Electronic
Application or Internet Application, only an individual who has a CDS Account can make an
Electronic Application or Internet Application. For an application by way of Electronic Application,
an applicant shall furnish his CDS Account number to the PartiCipating Financial Institutions by
keying in his CDS Account number if the instruction on the ATM screen at which he enters his
Electronic Application requires him to do so. In the case of an application by way of Internet
Application, only an applicant who has an existing account with access to the Internet financial
services facilities with the Internet PartiCipating Financial Institutions can make an Internet
Application. The applicant shall furnish his CDS Account number to the Internet Participating
Financial Institutions by keying in his CDS Account number into the online application form. A
corporation or institution cannot apply for the Units by way of Electronic Application or Internet
Application.

80
3.2 TOTAL FUND SIZE AND UNITS TO BE ISSUED

The table below sets out the details of the Units:

Number of Units
(000)
Fund size approved by the SC 505,300

Consideration Units to be issued to the Vendors as part payment for the 271,150
Acquisitions
Units to be issued pursuant to the Retail Offering 13,500
Units to be issued pursuant to the Institutional Offering 220,650
Total issued Units upon Listing 505,300

There is only one class of units in KIP REIT. The Units to be issued, provided that full application
monies are paid in full, will rank pari passu in all respects with each other and will be entitled to
all distributions that may be declared subsequent to the Listing.

3.3 PURPOSE OF THE OFFERING

The purpose of the Offering is as follows:

(i) to obtain a listing of and quotation for the Units on the Main Market to enhance liquidity
as compared to the illiquid nature of the underlying Subject Properties;

(ii) to gain access to capital markets in order to raise funds for future real estate
acquisitions; and

(iii) to provide investors an opportunity to invest in a REIT which provides stable distribution
of income and potential capital appreciation on investment in the Units.

3.4 DETAILS OF THE OFFERING

3.4.1 Retail Offering

Retail Offering at the Retail Price of RM [.] per Offer Unit, payable in full upon
application and subject to refund of the difference, in the event that the Final Retail Price
is less than the Retail Price.

The Retail Offering of up to 13,500,000 Offer Units, representing up to approximately


2.7% of the total Units to be issued upon Listing, subject to the Clawback and
Reallocation provisions, consists of the following:

(i) 10,200,000 Offer Units, representing approximately 2.0% of the total Units to be
issued upon Listing, for application by the Malaysian Public of which 50.0% are
reserved for application by the Bumiputera public; and

(ii) 3,300,000 Offer Units, representing approximately 0.7% of the total Units to be
issued upon Listing to the eligible directors and employees of the Manager, the
Vendors, and the Eligible Companies in the following manner:

(a) 2,019,000 Offer Units representing approximately 0.4% of the total Units
to be issued upon Listing to five eligible directors and five eligible
employees of the Manager;

81
(b) 333,900 Offer Units representing approximately 0.1 % of the total Units
to be issued upon Listing to four eligible directors and six eligible
employees of the Vendors; and

(c) 947,100 Offer Units representing approximately 0.2% of the total Units
to be issued upon Listing to three eligible directors and 20 eligible
employees of the Eligible Companies.

The table below sets out the allocation of Units to the eligible directors of the Manager:

Directors of the M,.t,,.n.~r Number of Units allocated


Dato' Syed Hussain bin Syed Husman 60,000
Dato' Chew Lak Seong 727,000
Dato' Ong Kook Liong 727,000
Datuk Mohamed Arsad bin Sehan 60,000
Foo Lee Khean 60,000
Total 1,634,000

The criteria for allocation to the eligible directors of the Manager are based on, among
others, their future contribution to the lVianager, taking into consideration their expected
roles and responsibilities. The criteria for allocation to the eligible employees of the
Manager as well as the eligible directors and employees of the Vendors and the Eligible
Companies are based on, among others, performance, length of employment and job
seniority as at 31 December 2015 as well as past contributions to the Subject Properties.

3.4.2 Institutional Offering

Institutional Offering to investors at the Institutional Price payable in full upon allocation
and determined by way of bookbuilding on the Price Determination Date will be allocated
in the following manner:

(i) 58,100,000 Offer Units to Bumiputera investors approved by MITI; and

(ii) 162,550,000 Offer Units to Malaysian institutional investors and selected


investors.

In summary, the Offer Units offered under the Offering (subject to Clawback and
Reallocation provision) will be allocated in the following manner:

No of Units % of total
Categories (000) Units

Retail Offering:
Malaysian Public via balloting
Bumiputera 5,100 1.0%
Non-Bumiputera 5,100 1.0%
Eligible directors and employees of the
Manager, the Vendors and the Eligible
Companies 3,300 0.7%
Sub-total 13,500 2.7%
Institutional Offering:
Bumiputera investors approved by MITI 58,100 11.5%
Other Malaysian institutional investors and
selected investors 162,550 32.2%
Sub"total 220,650 43.7%
Total 234,150 46.4%

82
The Offering will not include any offer for sale of any units held by the Promoters under
the Offering.

3.4.3 Clawback and Reallocation

The Institutional Offering and the Retail Offering shall be subject to the following
Clawback and Reallocation provisions:

(i) The Offer Units may be clawed back and reallocated to the Institutional Offering
from the Retail Offering at the discretion of the Underwriter (in consultation with
the Manager and the Promoters) in the event of an over-subscription in the
Institutional Offering and a corresponding under-subscription in the Retail
Offering; and

(ii) The Offer Units may be clawed back and reallocated to the Retail Offering from
the Institutional Offering in the event of an over-subscription in the Retail
Offering and a corresponding under-subscription in the Institutional Offering.

The above Clawback and Reallocation provisions shall not apply in the event of an over-
subscription in both the Institutional Offering and the Retail Offering.

Any Offer Units not taken up by the eligible directors and employees of the Manager, the
Vendors and the Eligible Companies ("Eligible Directors and Employees") under the
Retail Offering ("Excess Offer Units") shall be made available for application by the
Eligible Directors and Employees who have applied for excess on top of their pre-
determined allocation and allocated on a pro-rata basis based on the number of Excess
Offer Units applied to the Eligible Directors and Employees who have applied for the
Excess Offer Units.

However, the Manager reserves the right to allocate to the Eligible Directors and
Employees who have applied for excess on top of their pre-determined allocation at the
discretion of the Manager in such manner it deems fit and expedient. The Manager also
reserves the right to accept any Excess Offer Units application, in full or in part, without
aSSigning any reason. Thereafter, any unsubscribed Offer Units unallocated to the
Eligible Directors and Employees will be made available for application by the Malaysian
Public under the Retail Offering, with any remaining Offer Units thereafter underwritten
by the Underwriters, subject to the clawback and reallocation provisions.

3.4.4 Minimum Subscription

Up to RM87.0 million of the total Cash Consideration will be partly funded by the
Financing Facilities. As such, KIP REIT would be required to raise at least RM222.1
million from the Offering to be able to fully satisfy the Cash Consideration. In view of this,
the minimum subscription in terms of proceeds to be raised from the Offering would
amount to RM222.1 million.

In addition, the minimum subscription in terms of the number of Units to be subscribed


will be such number of Units required to be held by public unitholders for KIP REIT to
achieve a public unitholding spread of 25.0% at the point of Listing.

Furthermore, if the Offering is not completed and/or the Manager decides in its absolute
discretion not to proceed with the Listing, monies paid in respect of any application for
the Offer Units may be returned to the applicants without interest.

83
3.5 INDICATIVE TIMETABLE

An indicative timetable for the Offering is set out below:

Date and time(l) Event


[.], 10.00 a.m. Opening date and time for the Retail Offering
[.} Opening date of the Institutional Offering
[.],5.00 p.m. Closing date and time for the Retail Offering
[.] Closing date of the Institutional Offering
[.] Price Determination Date
[.] Balloting of applications for Offer Units pursuant to the Retail Offering for the
Malaysian Public portion
Allotment of Offer Units to successful applicants
Listing of KIP REIT on the Main Market

Note:
(1)
The above timetable is indicative only and is subject to change. The Institutional Offering will open
and close at the dates stated above or such other daters) as the Manager and the Bookrunner
may mutually decide in their absolute discretion. The application for the Offer Units offered under
the Retail Offering will open and close at the dates stated above or such other daters) as the
Manager and the Underwriter may mutually decide in their absolute discretion.

If either the Institutional Offering or the Retail Offering is extended, the Price Determination Date
and dates for the balloting, allotment of Offer Units and Listing will be extended accordingly. Any
extension of the abovementioned dates will be announced by way of advertisement in a widely
circulated Bahasa Malaysia daily newspaper and English daily newspaper within Malaysia.

3.6 BASIS OF DETERMINING THE PRICE OF THE OFFER UNITS

3.6.1 Retail Price

The Retail Price of RM [.] per Offer Unit was determined and agreed upon by the
Manager, the Principal Adviser, the Bookrunner and the Underwriter after taking into
consideration the following factors:

(i) the financial history and condition of the Subject Properties;

(ii) the pro forma NAV per Unit upon Listing of approximately RMO.98;

(iii) the forecast distribution yields of KIP REIT;

(iv) the future prospects of KIP REIT; and

(v) the prevailing capital and property market conditions and sentiments.

The Final Retail Price will be determined after the Institutional Price is fixed on the Price
Determination Date and will be equal to the lower of:

(i) the Retail Price of RM [.] per Offer Unit; and

(ii) the Institutional Price.

Prospective retail investors should be aware that the Final Retail Price will not, in any
event, be higher than the Retail Price.

84
The Final Retail Price and the Institutional Price are expected to be announced within
two Market Days from the Price Determination Date via Bursa Listing Information
Network. In addition, all successful applicants will be given written notice of the Final
Retail Price and the Institutional Price, together with the notices of allotment.

Applicants should also note that the market price of the Units upon Listing is subject to
the vagaries of market forces and other uncertainties which may affect the price of the
Units.

3.6.2 Institutional Price

The Institutional Price will be determined by way of bookbuilding wherein prospective


investors will be invited to bid for portions of the Institutional Offering by specifying the
number of Offer Units that they would be prepared to acquire and the price that they
would be prepared to pay for the subscription. This bookbuilding process is expected to
start on [.] and will end on [.] or such other dates as the Manager and the Bookrunner
may decide at their absolute discretion. Upon completion of the bookbuilding process,
the Institutional Price will be fixed via agreement between the Manager and the
Bookrunner on the Price Determination Date.

3.6.3 Refund Mechanism

In the event that the Final Retail Price is lower than the Retail Price, the difference will be
refunded without any interest thereon. The refund in the form of cheques will be
despatched by ordinary mail to the address as stated in Bursa Depository's records for
applications made via the Application Form, Electronic Application and Internet
Application, of the successful applicants, within 10 Market Days from the final balloting
date for the applications, at the successful applicants' own risk.

3.6.4 Expected Market Capitalisation

Based on an illustrative Issue Price of RM1.00 per Offer Unit and the listing of
505,300,000 Units, the total market capitalisation of KIP REIT upon Listing is estimated
to be approximately RM505.3 million.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

85
3.7 LISTING SCHEME

In conjunction with, and as an integral part of the Listing, the Manager undertook the listing
scheme, as follows:

3.7.1 Acquisitions

On 4 November 2016, the Trustee, on behalf of KIP REIT entered into the SPAs with the
Vendors, for the Acquisitions for a total purchase consideration of approximately
RM580.3 million:

To be satisfied by
Total
Purchase Cash
Subject Valuation Related consideration Consideration consideration
Properties (RM 000)(1) Assets(2) (RM 000) Units (000)(3) (RM 000)(4)

KiP Mart 150,000 43 150,043 70,125 79,918


Tampoi
KiP Mart Kota 55,000 2 55,002 25,712 29,290
Tinggi
KiP Mart 157,000 7 157,007 73,398 83,609
Masai
KiP Mart 38,000 71 38,071 17,765 20,306
Lavender
Senawang
KiP Mart 50,000 168 50,168 23,375 26,793
Melaka
KiP Mall Bangi 130,000 130,000 60,775 69,225
TOTAL 580,000 291 580,291 271 50

Notes:
(1)
The market value of the Subject Properties was appraised by the Independent Property
Valuer as at the valuation date of 1 March 2016.
(2)
The net book value of the Related Assets, based on the latest available audited financial
statements of the Vendors for the year ended 30 June 2015 (save for Vendors of KiP Mart
Tampoi and KiP Mall Bangi which are based on their audited financial statements for the
year ended 31 December 2015).
(3)
The RM equivalent of the Consideration Units to be issued at the issue price of RM1. 00.
(4)
Cash Consideration to be settled through the proceeds raised from the Offering and the
funds received from the drawdown of the Financing Facilities.

The total purchase consideration for the Acquisitions of approximately RM580.3 million
was arrived at based on the independent valuation of the Subject Properties of RM580.0
million as at 1 March 2016 and the Related Assets of approximately RMO.3 million based
on the latest available audited financial statements of the Vendors for the year ended 30
June 2015 (save for Vendors of KiP Mart Tampoi and KiP Mall Bangi which are based on
their audited financial statements for the year ended 31 December 2015).

The total purchase consideration for the Acquisitions of approximately RM580.3 million
will be satisfied through:

(i) the issuance of 271,150,000 Consideration Units; and

(ii) Cash Consideration to be settled through the proceeds raised from the Offering
and the funds received from the drawdown of the Financing Facilities.

86
KIP REIT will acquire the Subject Properties in accordance with the terms of the SPAs.
For further details of the SPAs, please refer to Section 14.3 "Salient Terms of the SPAs"
of this Prospectus.

Note that if the SPAs are not completed in accordance with the terms therein contained,
there will be no Acquisitions by KIP REIT and the Listing will not proceed and KIP REIT
will be unwound. In the event Units have been allotted, the Unitholders who were allotted
Units under the Offering will only receive their monies following the completion of the
winding up of KIP REIT in accordance with the terms of the Deed.

3.8 REIT FINANCING

The Trustee, on behalf of KIP REIT, as borrower, has obtained the Financing Facilities
comprising of a term loan of RM87.0 million to part finance the Acquisitions and, for working
capital purposes, a revolving credit facility of RM7.0 million and letter of guarantee of RM3.0
million.

The term loan has a tenure of up to 5 years from the date of the first drawdown and carries an
interest rate of COF + 1.25% per annum. The revolving credit carries an interest rate of COF +
1.5% and a commitment fee is payable in respect of any unutilised portion of the revolving credit
facility at the rate of 1.0% per annum, while the letter of guarantee carries a guarantee fee of
1.2% per annum.

The Financing Facilities will be secured against, amongst others, the following:

(i) a fixed charge over KiP Mart Tampoi and KiP Mart Masai;

(ii) a fixed charge over the cash deposits deposited or to be deposited into Debt Service
Reserve Account ("DSRA"), and interest thereon together with a Cash Deposit
Agreement;

(iii) an aSSignment of all rights. title and interest in and to all monies paid under or proceeds
derived from the SPAs of the Subject Properties;

(iv) an assignment of all the Trustee's rights, title and interest in and to all monies paid under
or proceeds derived from the tenancy and/or lease agreements of the Subject
Properties;

(v) a debenture incorporating a fixed and floating charge over all present and future assets
of KIP REIT;

(vi) a letter of undertaking from the Trustee and Manager:

(a) to deposit all proceeds generated from the Subject Properties into the relevant
Individual Collection Account established for each Subject Property;

(b) that it shall not declare any dividends and/or distributions to the Unitholders if:

(aa) an event of default under the Financing Facilities has occurred;

(bb) such declaration of dividends and/or distributions shall result in an event


of default under the Financing Facilities; or

(cc) the financial covenants will be breached after such dividends and/or
distributions.

87
3.9 UTILISATION OF PROCEEDS

Based on an illustrative issue price of RM1.00 per Offer Unit, the Offering is expected to raise
gross proceeds of approximately RM234.2 million arising from the issuance of 234,150,000 Offer
Units.

Assuming full subscription under the Offering and based on an illustrative issue price of RM 1.00,
the following table illustrates the allocation of the gross proceeds from the Offering.

Estimated timeframe for utilisation


Purpose (RM 000) upon Listing
-------'------'-
Part payment of the purchase 222,141 Immediate
consideration for the Acquisitions (1)
Listing expenses (2) 10,909 Immediate
Expenses relating to Financing 1,100 Immediate
Facilities
Total 234,150

Notes:
(1)
The balance of the purchase consideration for the Acquisitions will be settled through the issuance
of Consideration Units from the Offering and the funds received from the drawdown of the
Financing Facilities.
(2)
Listing expenses include estimated expenses incurred in relation to the Offering, with the
breakdown as follows:

Expenses (RM 000)


Underwriting fees and commiSSions, placement 5,404
commission and brokerage
Professional and advisory fees 3,167
Regulatory fees 200
Other Offering-related expenses and contingencies 2,138
Total 10,909

If the actual listing expenses are less than the estimated amount, the surplus shall be allocated for
working capital purposes. If the actual listing expenses are greater than the estimated amount, the
deficit shall be funded through the Financing Facilities.

In the event the actual proceeds raised is higher than the estimated amount of approximately
RM234.2 million. the amount used for part payment of the purchase consideration for the
Acquisitions will be correspondingly higher. As a result, the amount of proceeds to be drawn from
the Financing Facilities for the Acquisitions will be correspondingly lower in view that the cash
consideration component of the Acquisitions has been fixed at approximately RM309.1 million.

3.10 BROKERAGE, COMMISSIONS AND OTHER FEES AND CHARGES

3.10.1 Brokerage

KIP REIT will bear brokerage relating to the Offer Units made available for application
under the Retail Offering at the rate of 1.0% of the Retail Price in respect of successful
applications which bear the stamp of eIMB, member companies of Bursa Securities,
members of the Association of Banks in Malaysia, members of the Malaysian Investment
Banking Association and/or the Issuing House.

The Bookrunner is entitled to charge brokerage to successful applicants under the


Institutional Offering. For the avoidance of doubt. the brokerage commission under the
Institutional Offering will not be payable by KIP REIT.

88
3.10.2 Commissions

Pursuant to the Retail Underwriting Agreement, KIP REIT agrees to pay the Underwriter,
an underwriting commission of up to 2.0% of the amount equal to the Retail Price
multiplied by the 13,500,000 Offer Units being underwritten under the Retail Offering.

Pursuant to the Placement Agreement to be entered into by the relevant parties, KI P


REIT agrees to pay the Bookrunner for the Institutional Offering, a placement
commission of up to 2.25% of the amount equal to the gross proceeds raised under the
Institutional Offering, being the number of Offer Units under the Institutional Offering at
the Institutional Price.

3.10.3 Fees and Charges Payable Directly by Unitholders

The following is a summary of the amount of certain fees and charges payable by the
Unitholders in connection with the purchase, sale and holding of their investments in KIP
REIT or trading of the Units (so long as the Units are listed):

Payable by the Unitholders directly Amount payable


(a) Bursa Securities clearing fee 0.03% of the transaction value, subject to a
maximum of RM1,OOO.00 per transaction
(b) Brokerage A percentage of the transaction value prescribed
by or negotiated with the ADAs, subject to a
minimum of RM40.00 per transaction save for (i)
online routed retail transactions, (ii) transactions
executed in less than a board lot and (iii)
transactions paid with cashupfront, for which the
minimum brokerage fees are fully negotiable
(c) Stamp duty RM1.00 for every RM1 ,000.00 or fractional part of
the transaction value, subject to a maximum of
RM200.00 per transaction

The above rates may be subject to changes by the relevant parties. Further information
on the charges you may incur from the trading of Units on Bursa Securities may be found
on Bursa Securities' website at www.bursamalaysia.com.

3.11 SALIENT TERMS OF THE RETAIL UNDERWRITING AGREEMENT

Subject to the terms and conditions contained in the Retail Underwriting Agreement, the
Underwriter agrees to underwrite the 13,500,000 Offer Units under the Retail Offering, subject to
the Clawback and Reallocation provisions. In consideration for the Underwriter acting as the
underwriter to subscribe and/or procure subscribers, the Underwriter will receive an underwriting
commission of 2% of the amount equal to the Retail Price multiplied by the 13,500,000 Offer
Units being underwritten under the Retail Offering.

The following is an extract of the salient terms contained in the Retail Underwriting Agreement:

3.11.1 Conditions

The obligation of the Underwriter to underwrite the underwritten Units is conditional on


the following:

(i) The Underwriter receiving a certificate in the form or substantially in the form as
agreed, from the Manager dated the date of registration of the Prospectus and
next, from the Manager, dated the closing date for the Retail Offering, all of
which are to be signed by a director or a duly authorised Signatory of the
Manager (on behalf of the Board);

89
(ii) the Underwriter receiving a certificate in the form or substantially in the form as
agreed, from each of the Promoters dated. the date of registration of the
Prospectus and next, from each of the Promoters, dated the closing date for the
Retail Offering, all of which are signed by each of the Promoters;

(iii) the Underwriter receiving a certificate in the form or substantially in the form as
agreed, from the Trustee dated the date of registration of the Prospectus and
next, from the Trustee, dated the closing date for the Retail Offering, all of which
are signed by the Trustee;

(iv) The Retail Underwriting Agreement has been duly signed and stamped;

(v) the issue of the Prospectus not later than one (1) calendar month after the date
of the Retail Underwriting Agreement or such later date as the Underwriter and
the Manager may from time to time agree in writing;

(vi) the registration of the Prospectus and such other documents, unless otherwise
exempted as may be required in accordance with the CMSA in relation to the
Initial Public Offering with the SC and the registration with the SC and the
lodgement with the Registrar of Companies of a copy of the Prospectus together
with copies of all other documents as may be required in accordance with the
CMSA and the Companies Act 1965;

(vii) the delivery to the Underwriter prior to the date of registration of the Prospectus
with the SC of three (3) certified true copies by the authorised officers of the
Manager of all the resolutions of the Directors approving:

(a) the Retail Underwriting Agreement (and the execution of it);


(b) the Prospectus;
(c) the Initial Public Offering;
(d) the Listing; and
(e) the issuance of the Prospectus and confirming that the Directors have
seen and approved the Prospectus (in the form agreed by the
Underwriter) and they collectively and individually, accept full
responsibility for the accuracy of all information stated in the Prospectus;

(viii) all the approvals required in relation to the Offering and the listing including but
not limited to the conditional approval of the Securities Commission for, amongst
other matters, the establishment of KIP REIT, and as contained in the
resolutions referred to in sub-paragraph (vii) above remaining in full force and
effect and none having been rescinded, revoked or varied on the closing date for
the Retail Offering and that all conditions to such approvals (except for any
which can only be complied with after the Offering has been completed) have
been complied with;

(ix) the approval-in-principle of Bursa Securities for the Listing being obtained on
terms acceptable to the Underwriter and the approvals of the SC and Bursa
Securities remaining in full force and effect and none having been rescinded,
revoked or varied on closing date for the Retail Offering and that all conditions to
such approvals (except for any which can only be complied with after the
Offering has been completed) have been complied with;

(x) the execution of the Placement Agreement and the Placement Agreement has
not been terminated or rescinded pursuant to the provisions thereof;

90
(xi) the Offering, the Listing and the transactions contemplated under the Retail
Underwriting Agreement has not been prohibited or impeded by any statute,
order, rule, directive or regulation promulgated by any legislative, executive or
regulatory body or authority of Malaysia (including, without limitation, the SC and
the Bursa Securities) or any jurisdiction within which such Offer Units are offered
or any court of law and all consents, approvals, authorisations or other orders
required by the Promoters, the Trustee and/or the Manager under such laws for
or in connection with the Offering have been obtained and are in force up to the
closing date for the Retail Offering;

(xii) all the conditions of the SPAs have been fulfilled in accordance with the terms in
the respective SPAs and all the approvals and consents required for the
completion of the SPAs are valid and subsisting;

(xiii) the execution of the lock-up agreement and such lock-up agreement not having
been terminated or rescinded and/or no breach of the terms of such lock-up
agreement have occurred;

(xiv) there not being, in the reasonable opinion of the Underwriter, on or prior to the
closing date for the Retail Offering any adverse and material change or
development reasonably and likely to involve a prospective adverse and material
change in the condition (financial, business, operations, or profit forecasts,
prospects or otherwise) of KIP REIT, the Manager or the financial condition of
the Promoters from that set out in the Prospectus which is material in the context
of the Offering;

(xv) the Underwriter having been satisfied that there is no breach of, or failure on the
part of the Manager, the Trustee and the Promoters to comply with their
respective obligations under the Retail Underwriting Agreement and that the
Offering is in compliance with the policies, guidelines and requirements of the
relevant authorities (including Bursa Securities and the SC) and all revisions,
amendments, and/or supplements thereto;

(xvi) there not having occurred on or prior to the closing date for the Retail Offering
any event or discovery of any fact or circumstances or omission of any material
facts or development rendering untrue, inaccurate or incorrect any of the
warranties of the Manager, the Trustee and the Promoters under the Retail
Underwriting Agreement;

(xvii) there not having occurred on or prior to the closing date for the Retail Offering
any breach of and/or failure to perform any of the undertakings by the Manager,
and/or the Promoters contained in the Retail Underwriting Agreement; and

(xviii) each of the Retail Underwriting Agreement, the Placement Agreement, the SPAs
and the Deed is in full force and effect (and not amended or supplemented),
there shall not have occurred any material breach or material non-compliance by
any of the parties thereto of their obligations and agreements under such
documents.

In the event any of the conditions above is not satisfied on or prior to three Market Days after the
closing date for the Retail Offering or such later date as consented to in writing by the
Underwriter, the Underwriter shall be entitled to terminate the Retail Underwriting Agreement by
written notice given to the Manager, the Promoters and the Trustee.

91
3.11.2 Termination

The Underwriter may in its sole discretion and by notice to the Manager, the Promoters and the
Trustee given at any time before the Listing Date, terminate, cancel and withdraw their
underwriting commitment upon the occurrence of any of the following:

(i) there has been a breach by the Manager, the Promoters or the Trustee of any of their
respective warranties, obligations or undertakings under the Retail Underwriting
Agreement in any respect;

(Ii) material information is withheld by the Manager or the Promoters from the Underwriter
which is required to be disclosed pursuant to the Retail Underwriting Agreement which, in
the opinion of the Underwriter, would have a material adverse effect, or the distribution or
the sale of the Offer Units pursuant to the Offering;

(iii) there shall have occurred, happened or come into effect any event or series of events
beyond the reasonable control of the Underwriter by reason of force majeure which
would have or can reasonably be expected to have, a material adverse effect or is
reasonably likely to have the effect of making any material obligation under the Retail
Underwriting Agreement incapable of performance in accordance with its terms.
Reference to "force majeure" means causes which are unpredictable and beyond the
reasonable control of the party claiming force majeure which could not have been
avoided or prevented by reasonable foresight, planning and implementation including but
not limited to:

(a) war, acts of warfare, sabotages, hostilities, invasion, incursion by armed force,
act of hostile army, nation or enemy, civil war or commotion, hijacking, terrorism;

(b) riot, uprising against constituted authority, civil commotion, disorder, rebellion,
organized armed resistance to the government, insurrection, revolt, military or
usurped power; or

(c) natural catastrophe including but not limited to earthquakes, floods, fire, storm,
lightning, tempest, explosions, accident, epidemics or other acts of God;

(iv) any government requiSition or other occurrence of any nature whatsoever which would
have or is reasonably likely to have a material adverse effect;

(v) any material adverse change in national or international monetary, financial and capital
markets (including stock market conditions and interest rates), political or economic
conditions or exchange control or currency exchange rates which in the opinion of the
Underwriter would have or is reasonably likely to, have a material adverse effect as
defined in the Retail Underwriting Agreement, or any material adverse effect (whether in
the primary market or in respect of dealings in the secondary market) on the value or
price of the Offer Units. For the avoidance of doubt, and without prejudice to the
foregoing, if the FTSE Bursa Malaysia KLCI ("Index") is, at the close of normal trading on
Bursa Securities, on any Market Day:

(a) on or after the date of the Retail Underwriting Agreement; and


(b) prior to the closing date for the Retail Offering,

lower than 85%, of the level of Index at the last close of normal trading on the relevant
exchange on the Market Day immediately prior to the date of the Retail Underwriting
Agreement and remains at or below that level for at least three consecutive Market Days,
it shall be deemed a material adverse change in the stock market condition;

(vi) trading of all securities on Bursa Securities has been suspended or other material form of
general restriction in trading for three consecutive Market Days or more;

92
(vii) any new law or change in law, regulation, directive, policy or ruling in Malaysia which in
the reasonable opinion of the Underwriter may prejudice the success of the Listing or
which makes it impracticable to enforce contracts to allot and/or transfer the Offer Units
or making any obligation under the Retail Underwriting Agreement incapable of
performance in accordance with its terms;

(viii) the Institutional Offering and/or the Retail Offering is stopped or delayed by the Manager,
the Promoters or the regulatory authorities for any reason whatsoever (unless such delay
has been approved by the Underwriter);

Ox) the closing date for the Retail Offering does not occur within twenty one (21) days from
the date of issue of the Prospectus or such other extended date as the Underwriter and
the Manager shall mutually decide in their absolute discretion;

(x) the Listing does not take place by 28 February 2016 or such other extended date as may
be agreed by the Underwriter after consultation with the Manager;

(xi) any commencement of legal proceedings or action against KIP REIT, the Manager or
any of their directors, or the Promoters which in the opinion of the Underwriter, have or
reasonably likely to have a material adverse effect or makes it impracticable to enforce
contracts to allot and/or transfer the Offer Units;

(xii) the Placement Agreement is terminated or rescinded in accordance with its terms or any
of the conditions precedent set forth in the Placement Agreement not having been
satisfied in full or to the extent not satisfied as such, waived by the Bookrunner in
accordance with its terms;

(xiii) any of the approvals required in relation to the Offering and the Listing including but not
limited to the conditional approval of the Securities Commission for, amongst other
matters, the establishment of KIP REIT, and as contained in the resolutions referred to
in Section 3.11.1 (vii) above is revoked, suspended or ceases to have any effect
whatsoever, or is varied or supplemented upon terms that would have or is reasonably
likely to have a material adverse effect;

(xiv) any material statements contained in the Prospectus and application form and any
supplement or amendment thereto has become or been discovered to be untrue,
inaccurate or misleading in any respect; or

(xv) any other event having a material adverse effect or which in the reasonable opinion of
the Underwriter is likely to occur.

3.12 LOCK-UP ARRANGEMENTS

3.12.1 The Promoters

Subject to the exceptions described below, the Promoters have agreed with the Bookrunner that
they will not, and shall procure that their nominees and/or trustees holding the Lock-up Units on
trust for or on their behalf shall not, without the prior written consent of the Bookrunner, for the
Lock-Up Period:

(i) offer, sell, contract or agree to sell, assign, issue or sell any option or contract to
purchase, purchase any option or contract to sell, grant or agree to grant any option,
right or warrant to purchase or subscribe for, lend, hypothecate or otherwise transfer or
dispose of, directly or indirectly, conditionally or unconditionally, the Lock-up Units (or
any securities convertible into or exercisable or exchangeable for Lock-up Units) (i) held
by him as at the date hereof and (ii) acquired by him after the date hereof and until and
including the Listing Date (collectively, the "Relevant Units");

93
(ii) enter into any swap, hedge or derivative or other transaction or arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership
of the Relevant Units (or any securities convertible into or exercisable or exchangeable
for or that represent the right to receive or are substantially similar to, the Units), whether
any such transaction is to be settled by delivery of the Units or such other securities, in
cash or otherwise;

(iii) deposit any Relevant Units (or any securities convertible into or exchangeable for or
which carry rights to subscribe or purchase or that represent the right to receive or are
substantially similar to, the Units) in any depository receipt facilities;

(iv) agree to do or publicly announce any intention to do any of the above or an offering or
sale of, any of the Relevant Units or any other securities exercisable or exchangeable for
or convertible into or that represent the right to receive, or are substantially similar to,
such Relevant Units (or any interest therein or in respect thereof) with respect to any of
the foregoing; or

(v) sell, transfer or otherwise dispose of any interest in any shares in any company or other
entity controlled by him/her which is directly, or through another company or other entity
indirectly, the beneficial owner of the Relevant Units; or

The restrictions above shall apply to all of the Relevant Units for the duration of the Lock-up
Period.

3.13 TRADING ON THE MAIN MARKET AND SETTLEMENT IN THE SECONDARY MARKET

Upon listing and quotation on the Main Market, the Units will be traded on the Main Market and
transferred by book-entry settlement through CDS, which will be effected in accordance with the
Rules of Depository, as amended from time to time, and the provisions of the Central
Depositories Act. Bursa Depository operates the CDS.

Unitholders are required under the Rules of Depository to maintain CDS Accounts, either directly
in their name or through authorised nominees. Persons whose names appear in the Record of
Depositors maintained by Bursa Depository will be treated as Unitholders in respect of the
number of Units credited to their respective securities accounts.

Transfer of Units under the bOOk-entry settlement will be reflected by the seller's CDS Account
being debited with the number of Units sold and the buyer's CDS Account being credited with the
number of Units acquired. No transfer stamp duty is currently payable for the Units that are
settled on a book-entry basis, although there is a nominal transfer fee of RM10.00 payable for
each transfer not transacted on the market.

Dealings in units of REITs listed on the Main Market are normally transacted in "board lots" of
100 units. Investors who desire to deal in less than 100 units of a listed REIT occasionally
experience delays in effecting such transaction.

It is expected that the Units offered under the Offering will commence trading on the Main Market
approximately 10 Market Days after the close of the Institutional Offering. Subscribers of the
Units will not be able to sell or otherwise deal in the Units prior to the commencement of trading
on the Main Market. Please refer to Section 5.3.15 "Risk Factors - Risks Relating to an
Investment in the Units - There may be a delay or failure in Listing of the Units" of this
Prospectus for further details.

94
4. FINANCIAL INFORMATION

4.1 PRO FORMA STATEMENT OF FINANCIAL POSITION

As at the date of its establishment, KI P REIT will not have any assets and liabilities. The
following table presents the Pro Forma Statement of Financial Position of KIP REIT, prepared for
illustrative purposes only, to show the effects of the Acquisitions based on the assumption that
such events had been effected on the date of establishment of KIP REIT and are not
represented as being necessarily indicative of KIP REIT's view of its future financial position. KIP
REIT's Pro Forma Statement of Financial Position should be read in conjunction with the
"Reporting Accountants' Letter on the Pro Forma Statement of Financial Position" in Appendix D
and the related notes in this Prospectus.

KIP REIT's Pro Forma Statement of Financial Position has been prepared for illustrative
purposes using the financial statements of the Vendors, namely:

(i) Kipmart Tampoi Sdn. Bhd.;

(ii) Genius Chance Sdn. Bhd.;

(iii) Enrich Assets Sdn. Bhd.;

(iv) Setia Wirajaya Sdn. Bhd.;

(v) Projek Impiana Sdn. Bhd.; and

(vi) Landasan Primamaju Sdn. Bhd.

which are prepared in the manner consistent with the format and the accounting policies to be
adopted by KIP REIT as set out in Section 4.4.4 "Significant Accounting Policies" of this
Prospectus.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

95
KIP REIT's Pro Forma Statement of Financial Position as at its date of establishment

As at 2 November 2016
Pro forma After
Acquisitions and Offerings

RMOOO
ASSETS

NON-CURRENT ASSETS
Investment properties 580,000
Plant and equipment 291

580,291

CURRENT ASSETS
Cash and bank balances 1,757
Deposits with licensed bank 15,770

17,527

TOTAL ASSETS 597,818

FINANCED BY:
Unitholders' funds(1) 494,391

CURRENT LIABILITIES
Deferred income 34
Tenant deposits 12,901

12,935

NON-CURRENT LIABILITIES
Borrowings(2) 85,900
Tenant deposits 4,592

90,492

TOTAL EQUITY AND LIABILITIES 597,818

NAV (RM 000) (3) 494,391


Units in issue (OOO) 505,300
NAV per unit (RM) (4) 0.98

Notes:
(1)
Unitholders' capital of RM505.3 million net of estimated expenses of RM10.1 million in relation to
the issue of the Units recognised in equity and net of estimated expenses of RMO. 8 million
recognised in the profit and loss.
(2)
The carrying amount of the borrowings of RM87.0 million net of estimated transaction costs of
RM1.1 million.
(3)
NA V represents the value of KIP RElI's assets less all liabilities
(4)
NA V per unit is computed based on NA V divided by number of Units issued by KIP REIT

The Pro Forma Statement of Financial Position of KI P REIT has been prepared in accordance
with the Malaysian FRS, and the basis of preparation and the accounting policies to be adopted
by KI P REIT as set out in Section 4.4.4 "Significant Accounting Policies" of this Prospectus.

96
KIP REIT's Pro Forma Statement of Financial Position set out above was prepared based on the
following listing scheme:

(i) The Acquisition from the Vendors by the Trustee (on behalf of KIP REIT) for a total
purchase consideration of approximately RM580.3 million to be satisfied by:

(a) the issuance of 271,150,000 Consideration Units to the Vendors at the issue
price of RM1.00 per Unit; and

(b) Cash Consideration of approximately RM309.1 million to be satisfied through the


proceeds raised from the initial public offering and through the drawdown of a
portion of the Financing Facilities.

The fair value of the Consideration Units is estimated at approximately RM271.2 million
(based on the illustrative value of RM1.00 per Unit).

The purchase consideration for the Subject Properties was arrived at on a willing-buyer
willing-seller basis based on the market value of the Subject Properties as appraised by
the Independent Property Valuer in its valuation reports dated 1 March 2016. The
valuation of the Subject Properties were carried out using the investment method.

The purchase consideration for the Related Assets was arrived at on a willing-buyer
willing-seller basis based on the carrying amount recognised in the latest available
audited financial statements of the Vendors for the year ended 30 June 2015 (save for
Vendors of KiP Mart Tampoi and KiP Mall Bangi which are based on their audited
financial statements for the year ended 31 December 2015).

Upon completion of the Acquisitions, KIP REIT will also assume the liabilities, being the
tenant deposits, deferred income and the related cash and bank balances and deposits
with licensed bank, based on the net book value of the liabilities as at 31 December
2015.

(ii) The Offering of 234,150,000 Offer Units comprises:

(a) 220,650,000 Offer Units made available for application by Malaysian institutional
investors and selector investors, including Bumiputera investors approved by the
MITI, at the illustrative price of RM1.00 per unit, payable in full upon allocation;
and

(b) 13,500,000 Offer Units made available for application by the Malaysian public,
the eligible directors and employees of the Manager, the Vendors, and Eligible
Companies, at the illustrative price of RM1.00 per Unit, payable in full upon
application.

(iii) Listing of and quotation for 505,300,000 Units on the Main Market.

The Pro forma Statement of Financial Position of KIP REIT has been prepared for illustrative
purposes only, to show the effects of the statement of financial position on its date of
establishment, had the listing scheme as set out above been affected on the date of
establishment of KIP REIT.

For illustrative purposes,

(i) the estimated expenses in relation to the Offering of RM10.1 million are recognised in
equity and RM783,OOO are recognised to profit or loss; and

(ii) the estimated transaction cost of RM1.1 million attributable to the long term borrowings is
debited against the carrying value of the borrowings.

The total estimated expenses in relation to the Offering and the estimated transaction cost of the
long term borrowings are settled via proceeds from the Offering.

97
4.2 CAPITALISATION AND INDEBTEDNESS

Assuming full subscription under the Offering and based on the Retail Price, the following table
sets forth the pro forma capitalisation of KIP REIT as at the Listing Date. The information in the
table below should be read in conjunction with Section 3.10 "Utilisation of Proceeds", Section 4.1
"Pro Forma Statement of Financial Position" and the "Reporting Accountants' Letter on the Pro
Forma Statement of Financial Position" in Appendix D of this Prospectus and the related notes in
this Prospectus.

As at the Listing Date RMOOO


Financing Facilities(1) 85,900
Unitholders' Funds(2) 494,391
Total Capitalisation

Notes:
(1)
An amount of RM8S.9 million (net of estimated transaction costs of RM1.1 million) of the Financing
Facilities of RM87.0 million to be drawndown at the Listing Date for the Acquisitions.
(2)
Unitholders' capital of RMSOS.3 million net of estimated expenses of RM10.1 million in relation to
the issue of the Units recognised in equity and net of estimated expenses of RMO.8 million
recognised in the profit and loss.

Please refer to Section 3.9 "REIT Financing" of this Prospectus for further details on the
Financing Facilities.

Based on KIP REIT's Pro Forma Statement of Financial Position, KIP REIT is expected to have
an initial indebtedness of approximately RM85.9 million (net of estimated transaction costs of
RM1.1 million) representing approximately 14.8% of its estimated Total Asset Value.

4.3 PRO FORMA NET PROPERTY INCOME

The following table presents the pro forma net property income of KIP REIT for the FY2014,
FY2015 and FY2016. The pro forma net property income should be read in conjunction with
Section 4.4 "Management's Discussion and Analysis of Financial Condition and Results of
Operations" of this Prospectus.

The objective of the pro forma net property income of KIP REIT is to show what the results of
operations might have been had Kl P REIT existed at an earlier date. However, the pro forma net
property income of KIP REIT is not necessarily indicative of the results of operation that would
have been attained had KIP REIT actually existed earlier.

The pro forma net property income of KI P REIT for the FY2014, FY2015 and FY2016 have been
prepared based on the Vendors' audited financial statements for the FY2014, FY2015 and
FY2016, save and except for Landasan Primamaju Sdn Bhd and Kipmart Tampoi Sdn Bhd as
Vendors for KiP Mall Bangi and KiP Mart Tampoi, respectively, where the financial year end for
both of these entities are as at 31 December. The proforma net property income of KIP REIT has
been prepared based on the management accounts of:

(i) Dunia Raya Enterprise Sdn Bhd, (as the previous owner of KiP Mall Bangi prior to its
acquisition by Landasan Primamaju Sdn Bhd) for its 12-month period ended 30 June 2014
and 9-month period ended 31 March 2015;

(ii) Landasan Primamaju Sdn Bhd for the 3-month period ended 30 June 2015 and the 12-
month period ended 30 June 2016; and

(iii) Kipmart Tampoi Sdn Bhd for the 12-month period ended 30 June 2014, 30 June 2015 and
30 June 2016.

98
Certain numbers have been re-presented or reclassified in this pro forma to conform with the
basis of presentation of the pro forma net property income and may not be consistent with the
basis of presentation in the audited financial statements of the Vendors. The pro forma net
property income has been prepared in accordance with the Malaysian FRS, and in a manner
consistent with the format and the accounting policies to be adopted by KI P REIT.

The revenue and expenses stated below are directly related to the operations of the Subject
Properties and should be read together with Section 4.4 "Management's Discussion and Analysis
of Financial Condition and Results of Operations" of this Prospectus.

Pro Forma Net Property Income

RMOOO FY2014 FY2015 FY2016


Gross Rental Income 48,304 51,632 53,006

Other income 7,635 10,167 11,349


Total Revenue 55,939 61,799 64,355

Utilities 8,321 10,395 10,874


Maintenance and 5,468 4,064 2,726
housekeeping expenses

Quit rent and 837 1,269 1,263


assessment
Reimbursable costS(1) 4,411 4,233 4,606
Marketing and 2,158 1,678 1,033
advertising
Other operating 1,988 1,886 1,616
expenses

Property Operating 23,183 23,525 22,118


Expenses
NPI 32,756 38,274 42,237

Note:
(1)
Reimbursable costs relating to the staff costs of the Vendors of the Subject Properiies.

Further details of the components of Total Revenue and Property Operating Expenses are set
out in Section 4.4.5 and 4.4.6, respectively.

99
4.4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESUL TS OF OPERATIONS

4.4.1 General Background

KIP REIT is a REIT established in Malaysia, and is constituted by the Deed. As KIP REIT
is a newly established REIT, it has no historical operating results and financial
information based on which recipients of this Prospectus and prospective investors in the
Units may evaluate KIP REIT save for those of the Subject Properties to be acquired.

KIP REIT was established with the principal investment policy of investing, directly and
indirectly, in a portfolio of income producing real estate used primarily for retail purposes.
KIP REIT may also invest in other investments as permissible in the REIT Guidelines or
as otherwise permitted by the SC, including in Real Estate-Related Assets. Upon Listing,
KIP REIT will own a portfoliO of five community-centric retail centres known as KiP Mart
and a neighbourhood retail centre known as KiP Mall. These assets are predominantly
situated in the southern states of Malaysia, namely three locations in Johor and one
each in Negeri Sembilan, Melaka, and Selangor.

The key objective of KIP REIT is to provide Unitholders with regular and stable
distributions, sustainable long term Unit price, Distributable Income and capital growth,
while maintaining an appropriate capital structure.

The Manager will seek to provide Unitholders with long-term and sustainable distribution
of income and potential capital growth by implementing the following strategies,
including:

(i) Active asset management and enhancement strategy - The Manager will
seek to optimise the rental rates, occupancy rates and LA of the Subject
Properties in order to improve the returns from KIP REIT's property portfolio.

(ii) Acquisition growth strategy - The Manager will source for and acquire
properties that fit within KIP REIT's investment strategy to enhance returns to
Unitholders and capitalise on opportunities for future income and NAV growth. To
support this acquisition strategy, the Manager expects to benefit from the ROFR
provided by the Promoters over the Promoters' existing and future retail
properties in Malaysia; and

(iii) Capital and risk management strategy - The Manager will endeavour to
employ an appropriate mix of debt and equity in financing acquisitions, and will
seek to manage financing and refinancing risks with the intention of maximising
returns to Unitholders.

Please refer to Section 1.3 "Strategies" of this Prospectus for further details.

4.4.2 Presentation of Financial Information

KIP REIT is a newly established REIT, and except for the Subject Properties to be
acquired, KIP REIT has not had any portfolio of real estate since its establishment. No
historical financial information has been prepared since KIP REIT's establishment. The
lVIanager's intention is for KIP REIT's first audited financial period to be the period
commencing on the date of establishment of KIP REIT and ending on 30 June 2017. In
order to assist investors' evaluation of the factors which may affect KIP REIT's future
financial results, the Manager has prepared the profit forecast together with the related
assumptions and information contained in Section 4.5.3 "Sases and Assumptions" of this
Prospectus below which should be read together with the "Reporting Accountants' Letter
on the Profit Forecasts" in Appendix E.

100
4.4.3 Factors Affecting KIP REIT's Financial Condition and Results of Operations

Rental Rates

The performance of KIP REIT's portfolio is primarily dependent on the revenue


generated from the tenancies of the Subject Properties, as well as the operating
expenses related to the Subject Properties.

Rental rates for leases at the Subject Properties are mainly affected by the following:

(i) competing properties within the locality;

(ii) tenancy mix;

(iii) total area tenanted and location within the subject property;

(iv) tenure of tenancies and adjustments of rental upon renewal, if any;

(v) shopper traffic, profile and spending patterns;

(vi) sales performances and business conditions of the tenants; and

(vii) general macroeconomic and supply/demand trends affecting the real estate
market, particularly the retail real estate market in Malaysia.

Occupancy Rates

Occupancy Rates of the Subject Properties is dependent on:

(i) supply/demand trends affecting the retail real estate markets;

(ii) potential vacancy periods arising from tenancy expiries and/or early terminations
and;

(iii) rental rates of other competing properties within the locality.

Property Operating Expenses

A substantial part of KIP REIT's Property Operating Expenses are fixed in nature. To the
extent that KIP REIT's Total Revenue is negatively affected by the abovementioned
factors, its results of operations will be similarly negatively affected because it would not
be easy for the Manager to reduce KIP REIT's costs without compromising the quality of
retail environment and conditions of the Subject Properties.

Property Operating Expenses may be affected by a number of factors including,


primarily:

(i) the age, upkeep and upgrading of the Subject Properties;

(ii) maintenance and service charges levied and supply conditions of service
providers;

(iii) inflation and changes in utilities tariffs;

(iv) cyclical effect of festive seasons which drive the marketing expenses;

(v) changes in quit rent and assessment levied by the local government and/or the
State Authority where the Subject Properties are located;

(vi) premium hike on insurance coverage procured over the Subject Properties; and

(vii) employment conditions which may affect labour costs of the Property Manager,
which are re-charged to KIP REIT.

101
Please refer to Section 4.4.5 "Components of Total Revenue" and Section 4.4.6
"Components of Property Operating Expenses" of this Prospectus below.

Borrowing Costs

Borrowing costs consist of interest expense incurred on borrowings and amortisation of


transaction costs on borrowings capitalised. Borrowing costs will depend on interest
rates of borrowings incurred by KIP REIT. Please refer to the section "Borrowing and
borrowing costs" under Section 4.4.4 "Significant Accounting Policies" of this Prospectus
below for further details.

Fair Value of the Subject Properties

Independent professional valuation will be obtained at least once every three years in
accordance with the REIT Guidelines or such other shorter interval as required or as the
Manager deems necessary and these valuations will be conducted on the bases and
methods which are in accordance with the Asset Valuation Guidelines. Any increase or
decrease in valuation will be credited or charged directly to KIP REIT's statement of net
property income as a fair value gain or loss on investment properties. The revaluation of
the Subject Properties may therefore have an impact on the financial performance of KIP
REIT.

Property values are affected by, amongst other factors, supply of and demand for
comparable properties, any asset enhancement initiatives undertaken, interest rates and
inflation. Retail property markets have historically been cyclical and future cyclical
changes may result in fluctuations in the fair value of investment properties and KIP
REIT's financial condition.

4.4.4 Significant Accounting Policies

The following accounting policies are to be adopted by KIP REIT as at the date of
establishment.

Basis of preparation

The financial statements of KIP REIT will be prepared in accordance with Malaysian
Financial Reporting Standard ("MFRS") and International Financial Reporting Standards.
The financial statements will be prepared under the historical cost convention, except as
disclosed in the summary of significant accounting policies.

Investment properties

Investment properties are held for long term rental yields or for capital appreciation or
both, and are not substantially occupied by KIP REIT. Investment properties are
measured initially at cost, including related transaction costs. After initial recognition,
investment properties are carried at fair value.

Fair value is based on investment method, where cash flows projections are capitalised
using a capitalisation rate, which takes into account the unexpired period, yield, and
sinking fund, where applicable. Change in fair values is recognised in profit and loss for
the period in which it arises.

The fair value of the investment property reflects the market conditions at the reporting
date. It reflects, among others, rental income from current leases and reasonable and
supportable assumptions that represent what knowledgeable, willing parties would
assume about rental income from future leases in the light of current conditions. It also
reflects, on a similar basis, any cash outflows that could be expected in respect of the
property. Some of those outflows are reflected in liability whereas others relate to
outflows that are not recognised in the financial statements until a later date.

102
Valuations are performed as of the financial position date by professional valuers who
hold recognised and relevant professional qualifications and have recent experience in
the location and category of the investment property being valued.

Subsequent expenditure is capitalised to the asset's carrying amount only when it is


probable that future economic benefits associated with the expenditure will flow to KIP
REIT and the cost of the item can be measured reliably. All other repairs and
maintenance costs are expensed when incurred. When part of an investment property is
replaced, the carrying amount of the replaced part is derecognised.

Investment properties are derecognised when they have been disposed. Where KIP
REIT disposes of a property at fair value in an arm's length transaction, the carrying
value immediately prior to the sale is adjusted to the transaction price, and the
adjustment is recorded within net gain from fair value adjustment on investment property.

Plant and equipment

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 items and where applicable, borrowing costs.

Cost of plant and equipment includes purchase price and any direct attributable costs.
Cost includes the cost of replacing part of an existing plant and equipment at the time
that cost is incurred if the recognition criteria are met and excludes the costs of day-to-
day servicing of the plant and equipment.

Subsequent costs are included in the asset's carrying amount or recognised as a


separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to KIP REIT and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are charged to the statement of comprehensive income during the period in
which they are incurred.

Plant and equipment are depreciated on a straight line basis to write-off the cost of the
assets to their residual values over their estimated useful lives, summarised as follows:

Furniture and fittings 20%


Information technology equipment 30%
Office equipment 20%

Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at
each reporting date. The assessment of residual values and estimated useful lives of
assets is carried out on an annual basis.

At each reporting date, KIP REIT assesses whether there is any indication of
impairment. If such indications exist, an analysis is performed to assess whether the
carrying amount of the asset is fully recoverable. A write-down is made if the carrying
amount exceeds the recoverable amount. Please refer to accounting policy on
impairment of non-financial assets.

Gains and losses on disposals are determined by comparing net disposal proceeds with
carrying amount and are included in net property income in the statement of
comprehensive income.

Financial assets

A financial asset is any asset that is cash, a contractual right to receive cash or another
financial asset from another enterprise, a contractual right to exchange financial
instruments with another enterprise under conditions that are potentially favourable, or
an equity instrument of another enterprise.

103
Financial assets are recognised in the statement of financial position when, and only
when, KIP REIT becomes a party to the contractual provisions of the financial
instrument.

Financial assets are initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss. Financial assets carried at fair value
through profit or loss is initially recognised at fair value, and transaction costs are
expensed in statement of comprehensive income.

KIP REIT classifies its financial assets as loans and receivables. The classification
depends on the purpose for which the financial assets were acquired. KIP REIT
determines the classification of its financial assets at initial recognition.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are included in current assets,
except for amounts not expected to be realised within 12 months after the end of the
reporting period which shall be classified as non-current assets. KIP REIT's loans and
receivables comprise 'cash and bank balances' and 'deposit with licensed bank' in the
statement of financial position.

Subsequent to initial recognition, loans and receivables are measured at amortised cost
using the effective interest method.

Loans and receivables are derecognised if KIP REIT's contractual rights to the cash
flows from the financial assets expire or if KIP REIT transfers the financial asset to
another party without retaining control or transfer substantially all the risks and rewards
of the asset.

Gains and losses upon derecognition, impairment losses, and the amortisation of loans
and receivables are recognised in statement of comprehensive income.

Impairment of financial assets

KIP REIT assesses at the end of each reporting period whether there is objective
evidence that a financial asset or group of financial assets is impaired.

Assets carried at amortised cost

A financial asset or a group of financial assets is impaired and impairment losses are
incurred only if there is objective evidence of impairment as a result of one or more
events that occurred after the initial recognition of the asset ("loss event") and that loss
event has an impact on the estimated future cash flows of the financial asset or group of
financial assets that can be reliably estimated.

The criteria that KIP REIT uses to determine that there is objective evidence of an
impairment loss include, amongst others, the following:

Significant financial difficulty of the obligor;

A breach of contract, such as a default or delinquency in payments;

KIP REIT, for economic or legal reasons relating to the obligor's financial
difficulty, granting to the obligor a concession that KIP REIT would not otherwise
consider;

It becomes probable that the obligor will enter bankruptcy or other financial
destress;

Disappearance of an active market for that financial asset because of financial


difficulties; or

104
Observable data indicating that there is a measurable decrease in the estimated
future cash flows from a portfolio of financial assets since the initial recognition
of those assets, although the decrease cannot yet be identified with the
individual financial assets in the portfolio, including:

(i) adverse changes in the payment status of obligors in the portfolio; and

(ii) national or local economic conditions that correlate with defaults on the
assets in the portfolio.

If any such evidence exists, the amount of impairment loss is measured as the difference
between the asset's carrying amount and the present value of estimated future cash
flows discounted at the financial asset's original effective interest rate. The impairment
loss is recognised in statement of comprehensive income during the period in which it is
incurred.

The carrying amount of the financial assets is reduced by the impairment loss directly for
all financial assets with the exception of trade receivables, where the carrying amount is
reduced through the use of an allowance account. When a trade receivable becomes
uncollectible, it is written off against the allowance account.

In a subsequent period, if the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment was
recognised, the previously recognised impairment loss is reversed to the extent that the
carrying amount of the asset does not exceed its amortised cost at the reversal date.
The amount of reversal is recognised in the statement of comprehensive income during
the period in which such reversal is evidenced.

Impairment of non-financial assets

Plant and equipment are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the carrying amount of the asset exceeds its
recoverable amount. The recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash-
generating units).

The impairment loss is charged to the statement of comprehensive income during the
period in which they are incurred and any subsequent increase in recoverable amount is
recognised in the statement of comprehensive income during the period in which they
are incurred.

Cash and cash equivalents

For the purpose of the statements of cash flows, cash and cash equivalents consist of
cash in hand, deposits held at call with licensed financial institutions, other short term,
highly liquid investments with original maturities of three months or less. Bank overdrafts,
if any, are included in within borrowings in current liabilities in the statement of financial
position.

Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers or vendors. Trade payables
are classified as current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented as non-
current liabilities.

Trade payables, deposits received from tenants and other payables are recognised
initially at fair value, with the amount of goods and services tax included and
subsequently measured at amortised cost using the effective interest method.

105
Unitholders' capital

Unitholders' contributions are classified as equity when there is no obligation to transfer


cash or other assets, nor they are redeemable at the unitholders' option. Any
consideration received or distributions paid is added or deducted directly from equity.
Incremental external costs directly attributable to the issue of new units are shown in
equity as a deduction, net of tax, from the proceeds.

Borrowing and borrowing costs

Borrowings are recognised initially at fair value, net of transaction costs incurred. In
subsequent periods, borrowings are stated at amortised cost using the effective yield
method; any difference between proceeds (net of transaction costs) and the redemption
value is recognised in the statement of comprehensive income over the period of
borrowings. Borrowings are classified as current liabilities unless KIP REIT has an
unconditional right to defer settlement of the liability for at least 12 months after the
reporting date.

Borrowings costs directly attributable to the acquisition, construction or production of any


qualifying asset are capitalised during the period of time that is required to complete and
prepare the asset for its intended use or sale, are added to the cost of those assets, until
such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in statement of comprehensive income in the
period in which they are incurred.

Fees paid on the establishment of loan facilities are recognised as transaction costs of
the loan to the extent that it is probable that some or all of the facility will be drawn-down.
In this case, the fee is deferred until the draw-down occurs. To the extent there is no
evidence that it is probable that some or all of the facility will be drawn-down, the fee is
capitalised as a prepayment for liquidity and amortised over the period of the facility to
which it relates.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale
of services in the ordinary course of KIP REIT's activities. Revenue is shown net of
rebates and discounts. Revenue includes base rent charges from tenants.

Base rent from operating leases is recognised on a straight-line basis over the lease
term. When KIP REIT provides incentives to its tenants, the cost of incentives is
recognised over the lease term, on a straight-line basis, as a reduction of rental income.

Revenue from sales of prepaid utilities reimbursement is recognised when services are
being rendered. The credits on prepaid utilities reimbursement from tenants can be
deferred up to the point of utilisation, which such amounts are recognised as income.

Credits of prepaid utilities are recognised as revenue when services are rendered.
Unutilised credits of prepaid utilities reimbursement sold to tenants for which services
are yet to be rendered is presented as deferred income in the statement of financial
position.

Rental of concession space such as promotional areas and other rent related income
are included in other income and are recognised in the accounting period in which the
services being rendered.

Interest income is recognised on an effective yield basis.

106
Manager's management fees

Manager's management fees are recognised in statement of comprehensive income in


the period in which they are incurred. If, the payment of the Manager's management fees
is in the form of new Units, such payment is determined by reference to the fair value of
the Units.

Income tax

Tax is recognised in statement of comprehensive income, except to the extent that it


relates to items recognised in other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period.

Management periodically evaluates positions taken in tax returns with respect to


situations in which applicable tax regulation is subject to interpretation. Provisions are
established where appropriate on the basis of amounts expected to be paid to the tax
authorities. This liability is measured using the single best estimate of the most likely
outcome.

The carrying value of KIP REIT's investment properties is assumed to be realised


through continuous use.

Functional and presentation currency

Items included in the financial statements of KI P REIT are measured using the currency
of the primary economic environment in which KIP REIT operates (Jlfunctional and
presentation currency"). The financial statements are presented in Ringgit Malaysia,
which is KIP REIT's functional and presentation currency.

Earnings per unit

KIP REIT's earnings per unit (JlEPU") are presented on basic and diluted format.

Basic EPU is calculated by dividing the comprehensive income attributable to unitholders


of KIP REIT by the weighted average number of units outstanding during the period.

Diluted EPU is determined by adjusting the comprehensive income attributable to


unitholders against the weighted average number of units outstanding adjusted for the
effects of all dilutive potential units, which mainly comprise management fees to the
Manager.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision maker.

The chief operating decision-maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the Chief
Executive Officer, that makes strategic decisions.

4.4.5 Components of Total Revenue

KIP REIT's Total Revenue is the aggregate of Gross Rental Income, as well as other
income. KIP REIT's Total Revenue is substantially derived from the Gross Rental
Income earned on the Subject Properties. Apart from the Gross Rental Income, KIP
REIT earns Other Income details of which are as set out below.

107
Gross Rental Income

Gross Rental Income is derived from the total amount payable by tenants (net of rent
rebates) pursuant to a tenancy under a tenancy agreement. The tenancy agreements for
the Subject Properties are generally for a period of two years with the right to renew the
leases for a period of two years. Gross Rental Income typically consists of agreed
monthly rental from such tenants occupying the fixed areas designated as rental lots and
kiosks.

Other Income

Other income includes advertising and promotional income, rental of promotion areas,
rental of signages, fees charged for ancillary services such as connection of water, and
cost recoveries. The tenancy agreements for the Subject Properties provide for the
agreed charges payable by tenants for advertising and promotional services.

4.4.6 Components of Property Operating Expenses

The most significant Property Operating Expenses of KIP REIT are utilities, maintenance
and housekeeping expenses, reimbursable costs, marketing and advertising, and quit
rent and assessment. Other operating expenses include property management fees,
security services, insurances, licences, landscaping and waste disposal services.

Utilities Expenses

Utilities expenses include electriCity and water charges incurred for the operation of the
Subject Properties.

Maintenance and Housekeeping Expenses

Maintenance expenses include costs for contractual maintenance as well as the general
repair and upkeep of the Subject Properties, for example, the maintenance of air
conditioners, electrical maintenance, consumables, the maintenance of lifts and
escalators and the outsourCing of cleaning services.

Reimbursable costs relating to the employment by the Property Manager of the service
provider pursuant to the Service Provider Agreement including fee payable to the
Property Manager.

Quit Rent and Assessment

Quit rent is an amount prescribed by and payable to the State Authority. Assessment is
calculated based on a rate as prescribed by the local authorities on the annual value of
the Subject Properties as assessed by the relevant local authorities.

Marketing and Advertising

Marketing and advertising expenses comprise advertising setup costs, public relations
costs, decoration costs, printing and distribution of flyers, and any other expenses
related to promotional activities.

Other Operating Expenses

These include, amongst others, security services expenses, insurance, licences,


landscaping, and waste disposal services:

(i) Security services expenses - security services expenses include fees incurred
for the provision of security personnel by way of a contract entered into between
the outsourcing party and the Manager for all the Subject Properties.

(ii) Insurance - the premiums are payable for coverage which include amongst
others, fire, burglary, public liability, consequential loss of income and all other
risks.

108
(iii) Licences - licence fees are an amount prescribed by and payable for licences in
respect of carrying out the business of the Subject Properties. The fees are
payable for annual renewals of, amongst others, business premises licences,
public performance licences and sound recording permits.

(iv) Landscaping - Payment of landscaping services which include rental of potted


plants and gardening services by way of a contract entered into between the
outsourcing party and the Manager for all the Subject Properties.

(v) Waste disposal expenses - waste disposal expenses comprise payment for
rental of disposable bins and daily collection of waste.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

109
4.4.7 Total Revenue and NPI Trends

The following table sets out information on the LA, Total Revenue, and NPI derived from each of the Subject Properties as at and for the FY2014,
FY2015 and FY2016 respectively.

Subject Properties

KiP Mart Kota KiP Mart Lavender


KiP Mart Tampoi Tinggi KiP Mart Masai Senawang KiP Mart Melaka(1) KiP Mall Bangi Total
FY2014 132,999 75,961 125,529 113,441 180,611 263,587 892,128
Total LA FY2015 161,996 75,798 124,714 112,343 188,902 263,587 927,340
FY2016 163,669 75,918 143,116 115,640 183,660 260,486 942,489

Total FY2014 14,517 6,048 14,036 5,906 1,345 14,087 55,939


Revenue FY2015 15,020 61,799
15,872 6,296 14,535 3,871 6,205
(RM 000)
FY2016 16,320 6,347 15,471 3,352 6,518 16,347 64,355

NPII(net FY2014 9,599 3,549 9,495 2,777 (301) 7,637 32,756


property FY2015 11,893 4,021 10,454 1,121 927 9,858 38,274
losses)
(RM 000) FY2016 12,297 3,859 11,242 919 2,289 11,631 42,237

Note:
(1)
KiP Marl Me/aka commenced operations on 26 March 2014.

110
4.4.8 Occupancy Trends

The following table sets out the average Occupancy Rate of the Subject Properties for
FY2014, FY2015 and FY2016.

Subject Properties 2014 2016


KiP Mart Tampoi 98.4 96.2 96.9
KiP Mart Kota Tinggi 96.6 96.5 95.8
KiP Mart Masai 99.0 98.3 91.7
KiP Mart Lavender Senawang 75.2 81.1 79.4
KiP Mart Melaka 82.8 78.9 74.0
KiP Mall Bangi N/A(1} 86.8(2) 88.6
Average 89.7 88.4 87.1

Notes:
(I)
KiP Mail Bang; was acquired by Landasan Primamaju Sdn Bhd. the Vendor in March
2015.
(2)
The average occupancy rate for KiP Mail Bangi represents the 4-month period ended 30
June 2015.

For a further description of the occupancy rates and occupancy profile of the Subject
Properties, please refer to Section 2.2.3 "Tenancy Expiry Profile" and Section 2.2.4
"Occupancy Profile" of this Prospectus.

4.4.9 Results of Operations for FY2016 Compared to FY2015

Total Revenue

KIP REIT's Total Revenue for FY2016 increased by RM2.6 million or 4.1 % to RM64.4
million from RM61.8 million in FY2015 .

Total Revenue for FY2016 principally comprised Gross Rental Income, which contributed
82.4% to Total Revenue.

Gross Rental Income

Gross Rental Income - The overall Gross Rental Income for FY2016 increased by
RM1.4 million or 2.7% to RM53.0 million from RM51.6 million in FY2015. The increase in
Gross Rental Income is mainly due to:

(i) increase of RMO.6 million from renewal of expired tenancies at higher rental rate
for KiP Mart Tampoi and KiP Mart Kota Tinggi;

(ii) increase of RM1.2 million from a higher number of new tenants as a result of the
increase in LA from the extension of a new wing, which was completed in
December 2015 for KiP Mart Masai;

(iii) increase of RMO.5 million due to new tenants on the top floor of KiP Mall Bangi;

(iv) decrease of RMO.7 million from non-renewal of tenancies by the anchor and
mini-anchor tenants in KiP Mart Lavender Senawang; and

(v) decrease of RMO.2 million from non-renewal of the expired tenancies in KiP Mart
IVielaka.

111
Other Income

Other Income - Revenue derived from other income in respect of the Subject Properties
for FY2016 increased by RM1.2 million or 11.6% to RM11.3 million from RM10.2 million
in FY2015 mainly due to an increase in demand for promotional areas at KiP Mall Bangi,
KiP Mart Lavender Senawang and KiP Mart Melaka resulting in an additional RM1.6
million in Other Income. However, this is reduced by RMO.4 million from, KiP Mart Kota
Tinggi and KiP Mart Masai due to income from Ramadhan bazaar which fell outside the
period under review for FY2016.

Property Operating Expenses

Property Operating Expenses decreased by RM 1.4 million or 6.0% to RM22.1 million in


FY2016 from RM23.5 million in FY2015. Utilities, reimbursable cost and maintenance
and housekeeping expenses were the largest component of Property Operating
Expenses and accounted for 49.2%, 20.8% and 12.3% respectively to the total Property
Operating Expenses in FY2016.

Utilities Expenses - Utilities expenses increased by RMO.5 million or 4.61 % to RM10.9


million in FY2016 from RM10.4 million in FY2015. The increase is mainly due to higher
utilities consumption in KiP Mart Melaka, KiP Mart Lavender Senawang and KiP Mart
Tampoi. The increase in KiP Mart Melaka and KiP Mart Lavender Senawang is due to
the entry of new tenants in FY2016 (which is re-imbursed as part of Other Income).
Whilst the increase in KiP Mart Tampoi is due to the installation of additional fans and
spot lights in the mart.

Maintenance and Housekeeping Expenses - Maintenance and housekeeping expenses


decreased by RM1.3 million or 32.9% to RM2.7 million in FY2016 from RM4.1 million in
FY2015. The decrease is mainly due to lower expenses in KiP Mall Bangi as no major
upkeep of building was required in FY2016 and lower expenses in KiP Mart Melaka for
cleaning services.

Reimbursable costs - Reimbursable costs increased by RMO.4 million or 8.8% to RM4.6


million in FY2016 from RM4.2 million in FY2015. The increase is mainly due to
recruitment of additional personnel in KiP Mall Bangi and KiP Mart Kota Tinggi which
was partly offset by a reduction in staff costs in KiP Mart Lavender Senawang and KiP
Mart Melaka.

Quit Rent and Assessment - Quit rent and assessment remained unchanged in RM1.3
million in FY2016 and FY2015.

Marketing and Advertising Expenses - The marketing and advertising expenses


decreased by RMO.7 million or 38.4% to RM1.0 million in FY2016 from RM1.7 million in
FY2015 due to a reduction in printing and distribution costs of flyers.

Other Operating Expenses - Other operating expenses decreased by RMO.3 million or


14.3% to RM1.6 million in FY2016 from RM1.9 million in FY2015 due to a reduction in
the supply of security outsourcing services for KiP Mart Lavender Senawang as a result
of a decrease in its occupancy rate.

NPJ

Arising from the factors described above, the NPI increased by RM4.0 million or 10.4%
to RM42.2 million in FY2016 from RM38.3 million in FY2015.

112
4.4.10 Results of Operations for FY2015 Compared to FY2014

Total Revenue

KIP REIT's Total Revenue for FY2015 increased by RM5.9 million or 10.5% to RM61.B
million from RM55.9 million in FY2014.

Gross Rental Income Gross Rental Income increased by RM3.3 million or 6.9% to
RM51.6 million in FY2015 from RM48.3 million in FY2014.The difference in Gross Rental
Income is mainly due to:

(i) increase of R1VI3.6 million from a full year contribution of KiP Mart Melaka as
compared to approximately three months' contribution in FY2014 after its
commencement of operation in March 2014;

(ii) increase of RMO.9 million from a higher number of new tenants as a result of the
increase in LA from the extension of a new wing completed in December 2014
and expired tenancies renewed at higher rental rates for KiP Mart Tampoi;

(iii) increase of RMO.6 million from renewal of expired tenancies at higher rental
rates for KiP Mart Kota Tinggi, KiP Mart Masai and KiP Mall Bangi; and

(iv) decrease of RM1.8 million from non-renewal of tenancies by the anchor and
mini-anchor tenants in KiP Mart Lavender Senawang.

Other Income - Revenue derived from other income in respect of the Subject Properties
for FY2015 increased by RM2.5 million or 33.2% to RM10.2 million from RM7.6 million in
FY2014, mainly due to a full year contribution of Other Income by KiP Mart Melaka as
compared to approximately three months' contribution in FY2014, increase in short term
rental income from promotional areas of the Subject Properties, save for KiP Mart
Lavender Senawang, which has a reduction of RMO.2 million from lower rental and
demand on the promotional areas.

Property Operating Expenses

Property Operating Expenses increased by RMO.3 million or 1.5% to RM23.5 million in


FY2015 from RM23.2 million in FY2014. Utilities, reimbursable costs and maintenance
and housekeeping expenses were the largest component of Property Operating
Expenses and accounted for 44.2%, 1B.0% and 17.3% respectively to the total Property
Operating Expenses in FY2015.

Utilities Expenses - Utilities expenses increased by RM2.1 million or 24.9% to RM 10.4


million in FY2015 from RMB.3 million in FY2014. The increase is mainly due to KiP Mart
Melaka's full year contribution in FY2015 as compared to three months in FY2014.

Maintenance and Housekeeping Expenses - lVIaintenance and housekeeping expenses


decreased by RM1.4 million or 25.7% to RM4.1 million in FY2015 from RM5.5 million in
FY2014. The decrease is mainly due to a reduction in the cost of upkeep and repair of
the Subject Properties. KiP Mart Tampoi had incurred renovation costs in the previous
financial year and KiP Mall Bangi incurred less costs on the upkeep of the building as
compared to higher maintenance expense by the previous owner. However, KiP Mart
Melaka incurred higher renovation costs for new anchor tenants.

Reimbursable Costs - Reimbursable costs reduced by RMO.2 million or 5.0% to RM4.2


million in FY2015 from RM4.4 million in FY2014, mainly due to lower staff cost of
approximately RM1.0 million arising from a reduction in management personnel in KiP
Mart Tampoi, KiP Mart Masai and KiP Mart Kota Tinggi. However, there was an increase
in staff costs of RIVIO.B million in KiP Mart Melaka due to commencement of operations
for a full financial year as compared to 3 months in FY2014.

113
Quit Rent and Assessment Quit rent and assessment increased by RMO.4 million or
51.6% to RM1.3 million in FY2015 from RMO.8 million in FY2014 as a result of an
increase in assessment rate charges imposed by the relevant State Authorities. The
charges imposed on KiP Mart Melaka and KiP Mart Lavender Senawang increased by
RMO.3 million and RMO.1 million in FY2015, respectively.

Marketing and Advertising Expenses The marketing and advertising expenses reduced
by RMO.5 million or 22.2% to RM1. 7 million in FY2015 from RM2.2 million in FY2014 due
to reduction in printing and distribution of flyers.

Other Operating Expenses - Other operating expenses decreased by RMO.1 million or


5.1% to RM1.9 million in FY2015 from RM2.0 million in FY2014 due to the reduction in
outsourced security services for KiP Mart Lavender Senawang as a result of a decrease
in its occupancy rate.

NPI

Arising from the factors described above, the NPI increased by RM5.5 million or 16.9% to
RM38.3 million in FY2015 from RM32.8 million in FY2014.

4.4.11 Liquidity and Capital Resources

The Manager is of the opinion that KIP REIT's working capital would be sufficient for its
present requirements as rental income is received in advance on a monthly basis and
generally, tenants are required to provide a security deposit of two to four months of their
monthly rental. The Manager anticipate that KIP REIT's primary uses of cash would be to
fund day-to-day operations expenses, trust expenses, servicing of debt, maintenance
and other property-related costs as well as for its capital expenditure, assets
enhancement and future property acquisitions.

Funding of the foregoing would come from a combination of cash from operations and
borrowings. KIP REIT's expected gearing level upon Listing will be approximately 14.8%
while the regulated maximum under the REIT Guidelines is 50.0% of its Total Asset
Value at the time of borrowing.

4.4.12 Asset Enhancement Initiatives

The Manager has undertaken continuous upgrading, renovation and refurbishment of the
Subject Properties. The Manager plans to continue carrying out asset enhancement
initiatives in order to optimise the lettable area and improve the overall aesthetics of the
Subject Properties. The following table sets out details of historical and proposed asset
enhancement initiatives in relation to the Subject Properties for the period indicated:

Asset enhancement initiatives

FY2014 FY2015 FY2016 FY2017 FY2018


Subject Properties (RM 000) (RM 000) (RM 000) (RM 000) (RM 000)
KiP Mart Tampoi 347 5,151(1) 29 1,450(2) 1,875(3)
KiP Mart Kola Tinggi 16 18 13 450 700(4)
KiP Mart Masai 81 8,629(4) 53
KiP Mart Lavender 67
Senawang
KiP Mart Melaka 67
KiP Mall Bangi 566 3,080(5) 1,320(6)
TOTAL 444 5,169 9,237 4,980 4,082(7)

114
Notes:
(1)
Including in relation to the extension of a new wing with additional LA of 25,937 sq ft
completed in November 2014.
(2)
Including in relation to the installation of new roofing of approximately RM800,000 to be
borne by the Vendor and additional air conditioners for the corridors and concourse area.
(3)
The Manager intends to carry out major upgrading works in FY2018, which include,
amongst others, face/ifts such as the instal/ation of additional sprinklers and installation of
new advertisement panel.
(4)
Including in relation to the extension of a new wing with additional LA of 15,794 sq ft
completed in November 2015 and installation of solar panels.
(5)
The Manager intends to carry out major upgrading works in FY2017, which include,
amongst others, the demolition of cineplex and upgrading of facilities and amenities such
as renovation works on the 5th floor and the installation of additional air conditioners to
offer a more convenient shopping experience to its shoppers; as well as internal and
extemal face/ifts and other enhancements such as the installation of new advertisement
panel.
(6)
The anticipated asset enhancement costs includes the rectification of mechanical and
electrical system of approximately RM500,000, floor improvements of approximately
RM720,000 and minor upkeep and miscellaneous costs of approximately RM100,000.
(7)
These amounts are taken up in the Forecast Period 2017 and Forecast Year 2018 in
maintenance and housekeeping expenses of RM230,000 and RM2,331, 667, respectively.
Save for RM800,000 which will be borne by the Vendor in Forecast Period 2017, the
remaining balance of the asset enhancement initiatives will be capitalised in the
respective forecast year.

4.4.13 Changes to Accounting Policies

There were no changes to the accounting policies of the Vendors.

4.5 PROFIT FORECAST

Statements contained in this "Profit Forecast" section that are not historical facts may be forward-
looking statements. Such statements are based on the assumptions set forth in this section of the
Prospectus and are subject to certain risks and uncertainties which could cause actual results to
differ materially from those estimates and forecasts. Under no circumstances should the inclusion
of such information herein be regarded as a representation, warranty or prediction by any of KIP
REIT, the Manager, the Promoters, the Trustee, the Principal Adviser, the Bookrunner, the
Underwriter or any other person that the underlying assumptions will materialise, or that these
results will be achieved or are likely to be achieved. See the Section on "Forward-looking
Statements" and Section 5 "Risk Factors" of this Prospectus for further details. Investors in the
Units are cautioned not to place undue reliance on these forward-lOOking statements which are
made only as of the date of this Prospectus.

None of KIP REIT, the Manager, the Promoters, the Trustee, the Principal Adviser, the
Bookrunner or the Underwriter guarantees the performance of KIP REIT, the repayment of
capital or the payment of any distributions, or any particular return on the Units. The
forecast yields stated in the following table are calculated based on the illustrative Retail
Price of RM1.00.

Such yields will vary accordingly for investors who purchase Units at a price that differs
from the Retail Price.

Investors are cautioned that rental yield on the Subject Properties to be held by KIP REIT
is not equivalent to the yield of the Units. Current rental receipts and yields may not
sustain. The values of the Subject Properties may rise as well as fall.

The following table shows KIP REIT's Profit Forecast for the Forecast Period 2017 and Forecast
Year 2018. The financial year end of KIP REIT is 30 June. The Forecast Period 2017 has been
prepared assuming that the first financial period is the 8-months period ending 30 June 2017 and
the date of establishment of KIP REIT of 2 November 2016. The Profit Forecast are based on the
assumptions set out below and have been examined by the Reporting Accountants and should
be read together with the "Reporting Accountants' Letter on the Profit Forecast" set out in
Appendix E, as well as the assumptions and the sensitivity analysiS set out in this section of the
Prospectus.

115
Profit Forecast
Forecast Period Forecast Year
2017 2018
(RM 000) (RM 000)

Gross Rental Income 36,147 56,069


Other Income 7,493 11,505
Total Revenue 43,640 67,574

Utilities 7,385 11,330


Maintenance and housekeeping expenses 2,341 5,458
Quit Rent and Assessment 852 1,278
Reimbursable costs 3,409 5,246
Marketing and advertising 824 1,281
Other Operating Expenses 1,209 1,891
Property Operating Expenses 16,020 26,484

Net Property Income 27,620 41,090


Interest Income 260 390
Net Investment Income 27,880 41,480

Less:
Manager's management fees 1,824 3,313
Trustee's Fee 67 100
Other Trust Expenses 1,168 578
Borrowing Costs 2,974 4,461
Profit before Taxation 21,847 33,028
Taxation
Total comprehensive income 21,847 33,028

Total comprehensive income 21,847 33,028


Add: Non cash items(1) 186 278
Total available distributable income 22,033 33,306
Assumed distribution rate 100% 100%
Distributable income(2) 22,033 33,306

Number of Units in issue (000) 505,300 505,300


Distribution rate 100.0% 100%
Distribution cover (times) 1.00 1.00
Distribution per Unit (sen) 6.54(3) 6.59
Illustrative Retail Price (RM/Unit) 1.00 1.00

Distribution Yield on Retail Price 6.54% 6.59%

Notes:
(1)
Non-cash items comprise amortisation of capitalised borrowing costs and depreciation of plant and
equipment.
(2)
As defined in Section 10.8 of this Prospectus.
(3)
Distribution for the Forecast Period 2017 has been annualized.

116
4.5.1 PROJECTED INCOME

The following sets out the forecast Total Revenue and NPI of each of the Subject
Properties for the Forecast Period 2017 and Forecast Year 2018.

Forecast Period 2017 Forecast Year 2018


(RM 000) (RM 000)
--'----
Total Revenue
KiP Mart Tampoi 11,259 17,098
KiP Mart Kota Tinggi 4,199 6,330
KiP Mart Masai 10,718 16,912
KiP Mart Lavender Senawang 2,562 4,221
KiP Mart Melaka 3,903 6,256
KiP Mall Bangi 16,757
Total 67,574

Net Property Income


KiP Mart Tampoi 8,360 12,094
KiP Mart Kota Tinggi 2,413 3,377
KiP Mart Masai 7,864 12,456
KiP Mart Lavender Senawang 712 1,306
KiP Mart Melaka 799 1,453
KiP Mall Bangi 10,404
Total 27,620 41,090

4.5.2 DIRECTORS' ANALYSIS AND COMMENTARY

The directors of the Manager confirm that the Profit Forecast of KIP REIT and the
underlying bases and assumptions stated herein have been reviewed by the Director.
After due and careful inquiries, with the directors taking into account the future prospects
of the industry, the future direction of KIP REIT and its level of gearing, liquidity and
working capital requirements, the Directors are of the opinion that the Profit Forecast of
KIP REIT are achievable and the assumptions made are reasonable at the time of issue
of this Prospectus, barring unforeseen circumstances.

Nevertheless, the bases and assumptions are inherently subject to significant business,
economic and competitive uncertainties and contingencies, which are beyond the
Manager's control. Therefore, future events, regionally and globally, may have a material
impact on the actual results of KIP REIT during the Forecast Period 2017 and Forecast
Year 2018.

117
4.5.3 BASES AND ASSUMPTIONS

The Profit Forecast has been prepared for illustrative purposes, and was prepared on
bases and accounting principles consistent with those to be adopted in the preparation
of the financial statements of KIP REIT. The Manager has prepared the Profit Forecast
on the following bases and assumptions. The Manager considers these bases and
assumptions to be appropriate and reasonable as at the date of this Prospectus.
However, investors should consider these bases and assumptions as well as the Profit
Forecast and make their own assessment of the future performance of KIP REIT.

4.5.3.1 Total Revenue

For Forecast Period 2017 and Forecast Year 2018 , the Manager's forecast
Total Revenue is RM43.6 million and RM67.6 million respectively. Total
Revenue consists of Gross Rental Income and Other Income (both as defined
herein).

Forecast Period 2017 Forecast Year 2018


(RM 000) (RM 000)

Gross Rental Income 36,147 56,069


Other income - Property 7,493 11,505
related
Total Revenue 43,640 67,574

Gross Rental Income

Gross rental income comprises base rent net of rebate and discounts.

For the Forecast Period 2017 and Forecast Year 2018, the estimated gross
rental income to be contributed by the Subject Properties is approximately
RM36.1 million and RMS6.1 million, details of which are as set out below:

Gross Rental Income Gross Rental Income


for Forecast Period for Forecast
2017 Year 2018
Subject Properties (RM 000) (RM 000)

KiP Mart Tampoi 10,294 15,725


KiP Mart Kota Tinggi 3,901 5,907
KiP Mart Masai 9,794 15,296
KiP Mart Lavender Senawang 2,027 3,405
KiP Mart Melaka 2,523 3,982
KiP Mall Bangi 7,608 11,754
Total 36,147 56,069

The Manager has assumed the following in arriving at the base rent for the
tenancies of the Subject Properties for the Forecast Period 2017 and Forecast
Year 2018:

(i) base rent is forecast based on committed tenancies for the Forecast
Period 2017 and Forecast Year 2018;

(ii) expiring tenancies in the Forecast Period 2017 and Forecast Year 2018
are assumed to be renewed based on latest negotiated rates or the
Manager's assumed renewal rates; and

118
(iii) vacant lots to be taken up by prospective tenants based on the forecast
Occupancy Rate of the respective Subject Properties.

(a) KiP Mart Tampoi

During the Forecast Period 2017 and Forecast Year 2018, all 41 and 96
expiring tenancies (accounting for 9.2% and 29.2% out of the Gross
Rental Income) out of a total of 277 tenancies are assumed to be
renewed. In addition, Occupancy Rate is expected to increase to
approximately 97.2% and 98.0% in the Forecast Period 2017 and
Forecast Year 2018.

(b) KiP Mart Kota Tinggi

During the Forecast Period 2017 and Forecast Year 2018, all 44 and 61
expiring tenancies (accounting for 22.0% and 37.3% of the Gross Rental
Income) out of a total of 153 tenancies are assumed to be renewed. In
addition, Occupancy Rate is expected to increase to approximately
95.7% and 96.3% in the Forecast Period 2017 and Forecast Year 2018.

(c) KiP Mart Masai

During the Forecast Period 2017 and Forecast Year 2018, all 256 and
12 expiring tenancies (accounting for 99.0% and 2.9% out of the Gross
Rental Income) out of a total of 260 tenancies are assumed to be
renewed. In addition, Occupancy Rate is expected to increase to
approximately 95.5% and 98.2% in the Forecast Period 2017 and
Forecast Year 2018.

(d) KiP Mart Lavender Senawang

During the Forecast Period 2017 and Forecast Year 2018, all 65 and 50
expiring tenancies (accounting for 57.3% and 35.9% out of the Gross
Rental Income) out of a total of 76 tenancies are assumed to be
renewed. In addition, Occupancy Rate is expected to increase to
approximately 80.8% and 85.0% in the Forecast Period 2017 and
Forecast Year 2018.

(e) KiP Mart Me/aka

During the Forecast Period 2017 and Forecast Year 2018, all 34 and 71
expiring tenancies (accounting for 32.9% and 85.2% out of the Gross
Rental Income) out of a total of 80 tenancies are assumed to be
renewed. In addition, Occupancy Rate is expected to increase to
approximately 68.1 % and 70.9% in the Forecast Period 2017 and
Forecast Year 2018.

(f) KiP Mall Bang;

During the Forecast Period 2017 and Forecast Year 2018, all 100 and
137 expiring tenancies (accounting for 47.1 % and 64.5% out of the
Gross Rental Income) out of a total of 160 tenancies are assumed to be
renewed. In addition, Occupancy Rate is expected to increase to
approximately 90.3% and 90.6% in the Forecast Period 2017 and
Forecast Year 2018.

Other Income

Other income consists of utilities reimbursement income, promotional area


income and advertising income from tenants.

For the Forecast Period 2017 and Forecast Year 2018, the Manager estimates
an income of RM7.5 million and RM11.5 million respectively.

119
Utilities 371 106 298 352 683 1,313 3,123
reimbursement
Promotion Area 421 148 411 154 494 2,071 3,699
Property related 173 44 215 30 203 6 671
and Advertising
Income
Total 965 298 924 536 1,380 3,390 7,493

Utilities 557 164 447 528 1,025 2,028 4,749


reimbursement
Promotion Area 552 193 839 242 939 2,964 5,729
Property related 265 67 329 46 310 10 1,027
and Advertising
Income
Total 1,374 424 1,615 816 2,274 5,002 11,505

Promotional area income is revenue earned from renting out the concourse area
for events and promotional activities. The Manager forecasts a sum of RM3.7
million and RM5.7 million for the Forecast Period 2017 and Forecast Year 2018.

Reimbursement of utilities income is the revenue earned from the distribution of


utilities for the tenants' own consumption. The Manager forecasts a sum of
RM3.1 million and R1Vl4.7 million for the Forecast Period 2017 and Forecast
Year 2018.

Property related and advertising income is revenue arising from installation of


electricity meter fees, forfeiture deposits and recovery of marketing and
advertising cost from tenants, wherever applicable. The Manager forecasts a
sum of RMO.7 million and RM1.0 million for the Forecast Period 2017 and
Forecast Year 2018 respectively.

4.5.3.2 Property Operating Expenses

For the Forecast Period 2017 and Forecast Year 2018, the Manager forecasts
the Property Expenses to be approximately RM16.0 million and RM26.5 million,
attributable from the following Subject Properties:

120
Utilities Expenses 940 446 1,006 924 1,981 2,088 7,385
Maintenance and 554 295 433 180 208 671 2,341
housekeeping
Expenses
Marketing and 170 127 160 101 100 166 824
Advertisement
Reimbursable Cost 729 590 754 403 489 444 3,409
Quit rent and 202 65 221 129 187 48 852
Assessment
Other Operating 304 263 280 112 139 111 1,209
Expenses
Total 2,899 1,786 2,854 1,849 3,104 3,528 16,020

Utilities Expenses 1,452 689 1,532 1,427 3,004 3,226 11,330


Maintenance and 1,387 658 750 346 349 1,923 5,458
housekeeping
Expenses
Marketing and 262 196 247 157 158 261 1,281
Advertisement
Reimbursable Cost 1,118 905 1,155 618 752 698 5,246
Quit rent and 303 97 332 194 280 72 1,278
Assessment
Other Operating 482 408 439 173 215 174 1,891
Expenses
Total 5,004 2,953 4,455 2,915 4,803 6,354 26,484

Utilities

Utilities refer to electricity and water expenses. The Manager has assumed an
increase in utilities charges of 1.0% to 3.0% for the Forecast Period 2017 and
Forecast Year 2018. In addition, the Manager has also taken into consideration
the increase in consumption especially in KiP Mart Lavender Senawang due to a
higher projected occupancy rate.

The Manager has assumed a minimal increase in utilities expenses for KiP Mart
Masai as the Manager expects electricity expenses to be reduced as a result of
cost savings of approximately RMO.3 million from the use of solar energy saving
panels installed in year 2015.

121
Maintenance and Housekeeping Expenses

Maintenance and housekeeping expenses refers to the cost for contractual


maintenance as well as the general repair and cost of upkeep of the Subject
Properties; for example, the maintenance of the air-conditioning system,
generator set, electrical maintenance, consumables, housekeeping,
maintenance of lifts and escalators, and pest control.

For the Forecast Period 2017 and Forecast Year 2018, the Subject Properties
are expected to incur maintenance charges of approximately RM2.3 million and
RM5.5 million.

lVIarketing and Advertising

Marketing and advertising expenses are incurred for the on-going monthly
printing and distribution of flyers, monthly site decorations, awareness banners,
posters and corporate social responsibility programme (CSR).

For the Forecast Period 2017 and Forecast Year 2018, the marketing and
advertising expenses are expected to be approximately RMO.8 million and
RM1.3 million.

Reimbursable Costs

Pursuant to the property management agreement to be entered into between the


Manager, the Trustee (on behalf of KIP REIT) and the Property Manager, the
property management fee for each Subject Property would amount to
RM2,000.00 per month (excluding GST). In addition, the Property Manager is
entitled to full reimbursement of costs and expenses incurred in the operation,
maintenance, management and marketing of the Subject Properties (including
but not limited to the cost relating to the employment and remuneration of on-site
staff provided) ("Permitted Expenses") as well as services provider(s), provided
that such reimbursable amounts are:

(i) supported by receipts, vouchers or other evidence of payment


acceptable to the Manager and the Trustee; and

(ii) have been pre-approved by the Trustee and/or Manager in the approved
Annual Business Plan and Budget or (if not covered in the approved
Annual Business Plan and Budget) with the prior approval of the Trustee
and the Manager.

The Reimbursable Cost is forecasted to be approximately RM3.4 million and


RM5.2 million for the Forecast Period 2017 and Forecast Year 2018.

Quit Rent and Assessment

Quit rent and assessment is an amount prescribed and payable to the state
government and local council respectively on the Subject Properties.
Assessment is computed based on the rent prescribed by the local council on
the annual value of the prescribed Subject Properties.

These expenses are forecasted to be approximately RMO.8 million and R1VI1.3


million for the Forecast Period 2017 and Forecast Year 2018.

122
Other operating expenses

The other operating expenses for the Forecast Period 2017 and Forecast Year
2018 are RM1.2 million and RM1.9 million. These comprise, amongst others,
mainly the following:

(i) Security Outsourcing Services

These are expenses incurred for the hiring of security personnel and
contractual security services for the Subject Properties, based on
contractual service agreements. The security outsourcing services are
estimated to be approximately RMO.3 million and RMO.5 million for the
Forecast Period 2017 and Forecast Year 2018.

(ii) Insurance Premium Expenses

Insurance premium expenses are costs incurred and payable for


coverage of the Subject Properties. These include, amongst others, (a)
fire, (b) public liability (personal injury), (c) consequential loss of income,
(d) burglary, and (e) all other risks. The forecast insurance expenses are
estimated to be approximately RMO.3 million and RMOo4 million for the
Forecast Period 2017 and Forecast Year 2018.

(iii) Rental of Car Park

Car park rental expenses are incurred for KiP Mart Kota Tinggi only. The
forecast rental expenses are estimated to be approximately RMO.1
million for the Forecast Period 2017 and Forecast Year 2018.

(iv) Waste Disposal

Waste disposal refers to the cost of contractual services for the disposal
of waste for all the Subject Properties. The forecast waste disposal
expenses are estimated to be RMO.3 million and RMO.5 million for the
Forecast Period 2017 and Forecast Year 2018.

4.5.3.3 Management Fee

The Management Fee comprises of both the base fee and the performance fee.
For the Forecast Period 2017 and Forecast Year 2018, the Management Fee will
be computed based on the following:

(i) base fee of up to 004% per annum and 0.5% per annum of the Total
Asset Value as at 30 June 2017 and 30 June 2018 (excluding cash and
bank deposits with licenced banks) of KIP REIT to be paid wholly in
cash; and

(ii) performance fee of 1.0% per annum of the Net Property Income (NPI)
for the financial period ending 30 June 2017 and 30 June 2018 of KIP
REIT.

For the Forecast Period 2017 and Forecast Year 2018, the total Management
Fee is estimated to be approximately RM1.8 million and RM3.3 million.

123
4.5.3.4 Trustee's Fee

The Trustee fee payable is RM100,000.00 per annum payable upon the
execution of the Deed for the first three years and thereafter at such rate to be
mutually agreed between the Manager and the Trustee. In any case, the annual
trustee's fee in aggregate shall be up to the maximum rate of 0.05% per annum
of the NAV of KIP REIT. For avoidance of doubt, the annual trustee's fee in
aggregate for the first three years upon the execution of the Deed shall not be
less than RM100,000.00 per annum.

4.5.3.5 Other Trust Expenses

Other trust expenses of KIP REIT consist of costs incurred on the establishment
date that are not incremental to the issuance of the shares (such as printing,
marketing and advertising expenses, valuation fees and miscellaneous
expenses), annual audit fees, taxation fees, valuation fees, market research
fees, public relation expenses and other expenses relating to the preparation
and distribution of reports to Unitholders, together with other miscellaneous
expenses such as postage, printing and stationery. Factors such as KIP REIT's
total assets, number of investors and inflation rate are likely to be positively
related to trust expenses.

4.5.3.6 Interest Income

Interest income is assumed to be earned at an interest rate of 3.0% per annum


applied to cash held in interest-bearing/fixed deposit accounts with licensed
financial institutions.

4.5.3.7 Borrowings Cost

To part finance the acquisition, KIP REIT will obtain the Financing Facilities as
described in Section 3.8 "REIT Financing" of this Prospectus. The Manager has
assumed a drawdown of a term loan of RM87.0 million upon establishment on 2
November 2016. The term loan carries an effective interest rate of COF + 1.25
per annum. The effective interest rate of the term loan taking into consideration
of the transaction cost of RM1.1 million is 5.19% per annum, based on the
assumed COF for the Forecast Period 2017 and Forecast Year 2018 of 3.65%.

4.5.3.8 Taxation

It is assumed that KIP REIT will distribute 90% or more of its total income (as
defined under the Income Tax Act) to its Unitholders within two months from the
close of each financial year which forms the basis period for the year of
assessment of KIP REIT and accordingly, KIP REIT will be exempted from
income tax. The first distribution will be in respect of the period from the date of
establishment of KIP REIT to 30 June 2017, and will be paid by the Manager
within two months from the end of the financial year ending 30 June 2017.
Please refer to Section 1.6 "Distribution Policy" of this Prospectus for further
details.

No current tax liabilities have been forecasted during the Forecast Period 2017
and Forecast Year 2018 as it is assumed that at least 100% of KIP REIT's total
income (as defined under the Income Tax Act), will be distributed within two
months after the close of the financial year.

124
4.5.3.9 Investment Properties and Valuation

For the purposes of this profit forecast, the Manager has assumed that there will
be no material fluctuation on the fair value of the Subject Properties during the
financial year ending 30 June 2017 and financial year ending 30 June 2018
since the acquisition date. Fair value of the property is assumed at RM580.0
million as at 30 June 2017 and 30 June 2018. Accordingly, no fair value gains or
losses are included in the profit forecast for the Forecast Period 2017 and
Forecast Year 2018.

4.5.3.10 Distribution of Income

The Manager has assumed that KIP REIT will distribute 100.0% of its
Distributable Income for the Forecast Period 2017 and Forecast Year 2018.

4.5.3.11 General Assumptions

(i) It is assumed that all Units to be issued will be fully subscribed at the
Retail Price of RM1.00 per Unit;

(ii) It is assumed that the credit risk within KIP REIT is low, as significantly
all revenue receivable by KIP REIT, such as rental proceeds, will be
received within the credit term for such activities;

(iii) There will be no significant changes in the prevailing economic and


political conditions in Malaysia and elsewhere that may directly or
indirectly affect the activities or performance of KIP REIT;

(iv) There will be no material changes in the present legislation and


government regulations, including taxation and guidelines of regulatory
authorities which will affect KIP REIT's activities or the market in which
KIP REIT operates;

(v) Inflation rates will remain at 3.0%;

(vi) Existing financing facilities will remain available and the level of
financing costs will not change materially from those presently
prevailing;

(vii) There will be no significant changes to the COF of 3.65% and effective
interest rate which will materially affect KIP REIT's borrowing costs;

(viii) There will be no major industrial disputes or any abnormal factors or


changes, both domestic and overseas, which will adversely affect KIP
REIT's operations;

(ix) There will be no significant changes in the principal activities,


management structure and accounting policies adopted by KIP REIT;

(x) All tenancies are enforceable and will be performed in accordance with
their terms with no premature termination of tenancies;

(xi) There will be no changes to the portfolio of the Subject Properties;

(xii) There will be no compulsory acquisition by the Malaysian Government


pursuant to the provisions of the Land Acquisition Act 1960;

125
(xiii) There will be no material contingent liabilities arising from the Forecast
Period 2017 and Forecast Year 2018, which may adversely affect the
Forecast Period 2017 and Forecast Year 2018. KIP REIT will not be
engaged in any material litigation and there will be no legal proceedings
which will affect KIP REIT's activities or performance or give rise to
additional contingent liabilities which may materially affect the results of
KIP REIT;

(xiv) It has been assumed that there is no significant impact on the Profit
Forecast arising from the adoption of the new Malaysian Financial
Reporting Standards and amendments effective for annual periods
beginning 1 July 2016 based on the announcement by the Malaysian
Accounting Standards Board up to 31 December 2015;

(xv) There will be no adverse economic, political or property market


conditions which will materially affect the activities and performance of
the Subject Properties;

(xvi) There is sufficient insurance coverage on all the Subject Properties


against fire, loss of rent and other risks;

(xvii) The acquisition of the Subject Properties from the Vendors to KIP REIT
is regarded as Transfer of Going Concern ("TOGC") and such
acquisition shall be treated as neither a supply of goods nor a supply of
services pursuant to Paragraph 1, Second Schedule of Goods and
Services Tax Act 2014 (uGST Act") and hence, not subject to GST;

(xviii) There will be no major disruption in the operations and there will be no
other events and abnormal factors including war, terrorism attacks,
epidemic outbreak or natural disaster, which will adversely affect the
operations of KIP REIT; and

(xix) There will be no significant changes in the terms and conditions of


significant contracts and agreements, including the tenancy agreements,
Sales and Purchase Agreements, the Deed and the Property
Management Agreement during the Forecast Period 2017 and Forecast
Year 2018.

126
4.5.4 SENSITIVITY ANALYSIS

The Profit Forecasts is based on a number of assumptions that have been outlined in Section
4.5.3 "Bases and Assumptions" of this Prospectus. The Profit Forecast is also subject to a
number of risks as outlined in Section 5 "Risks Factors" of this Prospectus. The actual
performance of KIP REIT and the Subject Properties could differ materially from the forward-
looking statements in this Prospectus.

Investors should be aware that future events cannot be predicted with any certainty and that
deviations from the figures forecast in this Prospectus are to be expected. Depicted below is the
sensitivity analysis on KIP REIT's DPU for the Forecast Period 2017 and Forecast Year 2018 as
a result of changes in vacancy allowance, interest rate for the Financing Facilities, Property
Operating Expenses and Occupancy Rates for the Subject Properties. The assumptions for
these items have been set out in Section 4.5.3 "Bases and Assumptions" of this Prospectus.

The sensitivity analysis is intended to provide a guide only and variations in actual performance
could exceed the ranges shown. Movement in other variables may offset or compound the effect
of a change in any of the aforementioned variables beyond the extent shown.

(i) Impact of variations in the vacancy allowance for the Gross Rental Income of the
Subject Properties on DPU

Vacancy Allowance DPU DPU (sen)


for the Gross
Rental Income of
the Subject
Properties Forecast Year 2018
- - -Forecast Period 2017
Base case: No 6.54 6.59
vacancy allowance
0.5% vacancy 6.54 6.59
allowance
1.0% vacancy 6.53 6.58
allowance

(ii) Impact of variations in the interest rate for the Financing Facilities on DPU

DPU DPU
Interest rate for the
Financing Facilities Forecast Period 2017 Forecast Year 2018
0.25% below 6.61 6.64
assumed interest
rate
Base case: 6.54 6.59
Assumed interest
rate for the
Financing Facilities(1)
0.25% above 6.47 6.54
assumed interest
rate

Note:
(1)
The interest rate for the term loan of RM87.0 million is assumed to be 4.90% for the
Forecast Period 2017.

127
(iii) Impact of variations in the Property Operating Expenses on DPU

DPU DPU
Property
Operating
Expenses Forecast Period 2017 Forecast Year 2018
1.0% below 6.56 6.60
assumed Property
Operating
Expenses
Base case: 6.54 6.59
Assumed Property
Operating
Expenses(1)
1.0% above 6.53 6.58
assumed Property
Operating
Expenses

Note:
(1)
The assumed Property Operating Expenses for the Forecast Period 2017 is
approximately RM25.6 million.

(iv) Impact of variations in the Occupancy Rates of the Subject Properties(1) on DPU

Occupancy Rates DPU (sen) DPU


of KiP Mart
Tampoi, KiP Mart
Kota Tinggi, KiP
Mart Masai and
KiP Mall Bangi(2) Forecast Period 2017 Forecast Year 2018
-----
1.0% above the 6.64 6.69
assumed
Occupancy Rates
Base case: 6.54 6.59
Assumed
Occupancy Rates
1.0% below the 6.44 6.49
assumed
Occupancy Rates

Occupancy Rates DPU DPU


of KiP Mart
Lavender
Senawang and
KiP Mart Melaka(2) Forecast Period 2017 Forecast Year 2018
5.0% above the 6.61 6.66
assumed
Occupancy Rates
Base case: 6.54 6.59
Assumed
Occupancy Rates
5.0% below the 6.47 6.52
assumed
Occupancy Rates

Notes:
(1)
The assumed Occupancy Rates for each Subject Property for the Forecast Period 2017
are as follows:

128
Occupancy Rate (%) Occupancy Rate (%)
Subject Property Forecast Period 2017 Forecast Year 2018
KiP Mart Tampoi 97.2 98.0
KiP Mart Kota 95.7 96.3
Tinggi
KiP Mart Masai 95.5 98.2
KiP Mart Lavender 80.8 85.0
Senawang
KiP Mart Melaka 68.1 70.9
KiP Mall Bangi 90.3 90.6
(2)
Assuming the other Subject Properties are not subject to any variation in their Occupancy
Rates.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK _ _----1

129
5. RISK FACTORS

An investment in the Units involves risk. Prospective investors should rely on their own
evaluation and carefully consider the following risk factors in addition to other
information contained elsewhere in this Prospectus, before investing in the Units.

This Prospectus contains forward-looking statements that involve risks, uncertainties and
assumptions. The actual results of KIP REIT could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including the risks
described below and elsewhere in this Prospectus. If any of the risks described herein
actually occur, KIP REIT's business, prospects, financial condition, results of operations
and ability to make distributions could be negatively affected, the trading price of the
Units could decline and investors may lose all or part of their investment.

Unless specified or quantified in the relevant risk factors set out herein, the Manager is
not in a position to quantify the financial or other implication of any of the risks described
in this section. In addition, the following risk factors may not be exhaustive and additional
risks and uncertainties not presently known to KIP REIT or the Manager, or which are
currently deemed to be immaterial may become material in the future, which would have a
material adverse effect on KIP REIT or the trading price of the Units.

As an investment in a REIT is meant to produce stable income distributions, investors


should not expect to realise a significant proportion of their returns in KIP REIT in the
form of capital gains.

Investors should be aware that the trading price of the Units may fluctuate. Investors
should also note that they may not get back their original investment.

5.1 RISKS RELATING TO THE SUBJECT PROPERTIES

5.1.1 The loss of key tenants or a downturn in the business of Subject Properties' key
tenants may have a material adverse effect on the financial condition and results
of operations of KIP REIT

As at 31 October 2016, the ten largest tenants of the Subject Properties and their
respective contribution to the Gross Rental Income are as follows:

Total Gross Rental Income as at


Subject Properties 31 October 2016
------------~--

KiP Mart Tampoi 17.5


KiP Mart Kota Tinggi 27.1
KiP Mart lVIasai 17.7
KiP Mart Lavender Senawang 47.7
KiP Mart Melaka 27.9
KiP Mall Bangi 31.1

Accordingly, KIP REIT's business, financial condition, results of operations and ability to
make distributions may be adversely affected by the bankruptcy, insolvency or downturn
in the businesses of one or more of these tenants, as well as the decision by one or more
of these tenants not to renew its tenancy. New tenants on the same terms (or no less
favourable terms) may not be found in time or at all.

130
Further, in the event that any major tenants of the Subject Properties are unable to pay
their rent or breach their obligations under the respective tenancy agreements, KIP
REIT's business, financial condition, results of operations and ability to make
distributions may be adversely affected. The performance of the major tenants' other
businesses could also have an impact on their ability to make rental payments to KI P
REIT. The departure of major tenants could also negatively impact the interests of
potential and existing tenants in the Subject Properties as well.

Factors that affect the ability of such major tenants to meet their obligations include, but
are not limited to:

(i) general economic conditions;

(ii) their operating results;

(iii) the local economies in which they have business operations; and

(iv) the ability of such major tenants to compete with their competitors.

5.1.2 The Subject Properties have tenancy cycles in which a substantial number of the
tenancies expire in certain years

A majority of the Subject Properties' tenancies are for terms of one to two years, which
exposes the Subject Properties to significant rates of tenancy expiries in each tenancy
cycle.

The Subject Properties have tenancy cycles in which a majority of tenancies expire in
certain years, as follows:

% of tenancies by Occupied LA as at 31 October 2016


in

Subject Properties FY2017 FY2018 (%) FY2019 (%) FY2020 (%)


KiP Mart Tampoi 15.6 12.7 50.1 21.6
KiP Mart Kota Tinggi 29.1 44.5 26.4
KiP Mart Masai 99.6 0.2 0.2
KiP Mart Lavender 37.5 14.1 48.4
Senawang
KiP Mart Melaka 29.8 68.8 1.4
KiP Mall 8angi 39.8 14.5 40.4 5.3

The concentration of tenancy expiries heightens KIP REIT's exposure to the typical risks
associated with tenancy expiries, including the risk of vacancies following non-renewal of
tenancies, reduced occupancy rates and lower Gross Rental Income.

If major tenants or a large number of tenants decide not to renew their tenancies and in
the event that new tenants are unable to be secured or are secured after a long vacancy
period or at lower rates. the income of KIP REIT and distributions to Unitholders will be
adversely affected.

131
5.1.3 The Subject Properties may face increasing competition from other properties

The Subject Properties are located in areas where other competing properties are
present and new properties may be developed which may compete with the Subject
Properties. The appeal and attractiveness of the Subject Properties may decrease in the
future, especially if other retail properties are built and/or surrounding properties undergo
upgrading and the Subject Properties fail to keep pace. Furthermore, with KiP Mart
Lavender Senawang and KiP Mart Melaka being relatively new, and with the existence of
retail properties in the areas surrounding these KiP Marts, there can be no assurance
that the Subject Properties will be able to compete effectively with other retail properties
in the vicinity to retain existing tenants and secure additional tenants.

The Subject Properties are currently not fully tenanted and the Manager will have to
continue to actively seek new tenants to maximise occupancy rate. However, the ability
of the Manager to achieve this is subject to factors such as the competitive environment
and economic conditions. There can be no assurance that the Manager is able to
maximise occupancy rates in the Subject Properties.

If, in the future, competing properties are more successful in attracting and retaining
tenants, the income from the Subject Properties could be reduced, thereby adversely
affecting KIP REIT's cash flow and the amount of funds available for distribution to
Unitholders.

5.1.4 The Subject Properties might be adversely affected if the Manager and the
Property Manager do not provide adequate management and maintenance

Should the Manager and the Property Manager fail to provide adequate management
and maintenance, the value of the Subject Properties might be adversely affected and
this may result in difficulty to attract new tenants, the loss of eXisting tenants or lower
rental rates, which will adversely affect KIP REIT's business, financial condition, results
of operations and its ability to make distributions.

Failure to provide adequate management and maintenance to the Subject Properties


may also lead to a decrease in customer traffic, with customer being attracted to the
competitors of the Subject Properties. This will affect the business, financial condition
and results of operations of KIP REIT.

5.1.5 The due diligence on the Subject Properties may not have identified all material
defects, breaches of laws and regulations and other deficiencies

Save for due diligence on the title and legal matters affecting the Subject Properties, no
other due diligence was carried out in respect of the Subject Properties. Such due
diligence may not have revealed all material defects, breaches of laws and regulations or
other deficiencies affecting the Subject Properties, including to the title thereof.

No technical due diligence was undertaken by the Manager on the Subject Properties.
There can be no assurance that the Subject Properties do not or will not have defects,
breach any law and regulations or have deficiencies, which will require special repair or
additional maintenance expenditure or payment of damages or other obligations to third
parties. Such costs or liabilities may involve significant and potentially unpredictable
levels of expenditure which may have a material adverse effect on KIP REIT's business,
financial condition, results of operations and prospects.

Moreover, the representations, warranties and indemnities made in favour of KIP REIT
by the Vendors may not offer sufficient protection for the costs and liabilities that may
arise from any defect, breach of laws and regulations or deficiency.

132
5.1.6 Renovations, asset enhancement works and physical damage to the Subject
Properties may disrupt the business and operations of the Subject Properties and
collection of Gross Rental Income or otherwise resulting in an adverse impact on
the financial condition and results of operations of KIP REIT

The demand of space and rental rates for the Subject Properties are affected by the
quality and design of the Subject Properties, The Subject Properties may need to
undergo renovation, upgrading, development, redevelopment or asset enhancement
programmes from time to time to retain their competitiveness and may also require
unforeseen ad hoc maintenance or repairs in respect of faults or problems that may
develop or due to new planning laws or regulations. The costs of maintaining properties
and the risk of unforeseen maintenance or repair requirements tend to increase over time
as the buildings age.

In addition, the Subject Properties may be required to undergo rectification works to


comply with local regulatory requirements. The business and operations of the Subject
Properties may suffer disruption and it may not be possible to collect any Gross Rental
Income in full, or at all, on space affected by such renovation or redevelopment works.
Subsequent to the renovation or redevelopment of the Subject Properties, there can be
no assurance that the Gross Rental Income will be the same as before or higher and
there is a possibility of the Gross Rental Income being reduced, if the occupancy rate is
reduced. Any inconvenience caused may also potentially lower customer traffic.

In addition, physical damage to the Subject Properties resulting from fire, floods or other
unforeseen circumstances may lead to a significant disruption to the business and
operations of the Subject Properties and, together with the foregoing, may impose
unbudgeted costs on KIP REIT and result in an adverse impact on the business, financial
condition, results of operations of KIP REIT and its ability to make distributions.

5.1.7 The Subject Properties may require Significant capital expenditure beyond the
Manager's current estimate and KIP REIT may not be able to secure funding

The Subject Properties may require significant capital expenditure beyond the Manager's
current estimate. KIP REIT may not be able to fund capital improvements solely from
cash derived from its operating activities or obtain additional equity or debt financing on
favourable terms or at all. If KIP REIT is not able to procure such financing, the Manager
may be unable to refurbish, renovate or improve the Subject Properties which may
adversely affect rental negotiations and rental rates. KIP REIT may also require
additional equity and debt financing to fund future expansion, operational needs and
finance debt service payments. Without the required funding, KIP REIT may not be able
to sufficiently fund capital improvements, carry out its operations effectively or respond to
competitive pressures.

5.1.8 The Appraised Values of the Subject Properties are based on various assumptions
which mayor may not materialise and the price at which KIP REIT is able to sell
the Subject Properties in the future may be lower than the acquisition value of the
Subject Properties.

The purchase consideration paid by KIP REIT for the Subject Properties was based on
their Appraised Values. There can be no assurance that the assumptions relied on to
derive the Appraised Values of the Subject Properties are accurate measures of the
market, and the said values of the Subject Properties may be evaluated inaccurately.
Property valuation in general involves using assumptions, estimates, subjective
parameters and/or appropriate comparables. The Independent Property Valuer may have
included a subjective determination of certain factors relating to the Subject Properties
such as their relative market positions, financial and competitive strengths, and physical
condition. The Independent Property Valuer may also have taken into account external
factors such as the demand and supply of the property market and general economic
conditions.

133
The valuation of any of the Subject Properties does not guarantee a sale price at that
value at present or in the future as values may change and are subject to market
conditions as well. The price at which KIP REIT may sell any of the Subject Properties
may be lower than the Appraised Value or its purchase consideration.

5.1.9 KIP REIT is dependent on third parties for certain services

Certain services to the Subject Properties, for example, water, electricity and sewerage
treatment may be provided by third party service providers. There is no assurance that
the third parties or other parties contracted by the third parties will fulfil their obligations
under the contracts of service. KIP REIT is also dependent on the Property Manager for
providing property management services, tenancy management services, marketing and
marketing coordination services and project management services. Any interruption to
such services to the Subject Properties may disrupt business operations and have a
material adverse effect on KIP REIT's business, financial condition, results of operations
and prospects.

5.1.10 KIP REIT may suffer material losses in excess of insurance proceeds or KIP REIT
may not put in place or maintain adequate insurance in relation to the Subject
Properties and its potential liabilities to third parties

The Subject Properties may face the risk of suffering physical damage caused by fire,
acts of God such as natural disasters or other causes, as well as potential public liability
claims from customers, contractors and tenants.

In addition, certain types of risks (such as war risk and losses caused by the outbreak of
contagious diseases, contamination or other damages caused by breaches of
environmental law) may be uninsurable or the cost of insurance may be prohibitive when
compared to the risk. Currently, KIP REIT's insurance policies for the Subject Properties
include policies on fire, consequential losses from fire, machine and office equipment,
plate glass, burglary, fidelity guarantee, money insurance policy, employer's liability and
public liability but do not in general cover acts of war, acts of terrorism, outbreak of
contagious diseases, contamination or other damages caused by breaches of
environmental law.

Should an uninsured loss or a loss in excess of insured amounts occur, KIP REIT could
be required to pay compensation and/or lose capital invested in the affected Subject
Property as well as anticipated future income from that Subject Property as it may not be
able to rent out or sell the said property. No assurance can be given that material losses
in excess of insurance proceeds will not occur.

In addition, KIP REIT's insurance policies and terms of coverage will be subject to
renewal and negotiations on a periodic basis in the future and there is no assurance as
to the nature and extent of coverage that will be available on commercially reasonable
terms in the future. Any material increase in insurance rates or decrease in available
coverage in the future will adversely affect KIP REIT's business, results of operations
and financial condition.

134
5.1.11 Completion ofthe SPAs and transfer of certain contracts or licences may not
occur

There can be no assurance that the SPAs, which are interdependent on each other, will
complete in accordance with their respective terms. The SPAs are subject to conditions
precedent, which may not all be satisfied or waived. Further, the Vendors may fail to
comply with the terms of the SPAs, including the obligation to complete the sale to KIP
REIT. Please refer to Section 14.3 "Salient Terms of the SPAs" of this Prospectus for
details of the SPAs. If any of the SPAs is not completed in accordance with the terms
contained therein; for example, in the event that the financing cannot be drawndown for
any reason whatsoever, such as the agreements for the Financing Facilities not being
duly stamped, the Acquisition cannot be completed as a result thereof. Failure to
complete the Acquisitions will result in KIP REIT being unwound.ln the event the Units
have been allotted, the Unitholders who were allotted Units under the Offering will only
receive their monies free of interest following the completion of the winding up of KIP
REIT in accordance with the terms of the Deed.

Some licences, permits and approvals required for certain operational aspects of the
Subject Properties may need to be transferred to or applied by KIP REIT as the new
owner of the Subject Properties upon completion of the SPAs. There can be no
assurance that such licences, permits and approvals can be transferred to KIP REIT or
will be issued by the relevant authorities or government bodies within a reasonable
period. Such operational aspects of the Subject Properties may be affected if these
licences, permits and approvals cannot be transferred or are not issued by the relevant
authorities or government bodies.

5.1.12 Subject Properties which are subject to Restrictions on the Transfer of Land

There are two properties which are subject to a restriction on the transfer of land
endorsed on its respective title deeds (" Restricted Properties") These 2 properties are
namely, KiP Mart Melaka and KiP Mall Bangi, which are both located in Melaka and
Selangor respectively.

The restrictions are as follows:

(i) KiP Mart Melaka

"Tanah ini tidak boleh dipindahmilik atau dipajak kecuali dengan kebenaran
Pihak Berkuasa Negeri. Sekatan kepentingan ini dikecualikan kepada Pembeli
pertama".

(Unofficial English translation)

'This land shall not be transferred or leased except with the consent of the State
Authority. This restriction is exempted to the first buyer of the land".

(ii) KiP Mall Bangi

'Tanah yang diberi miNk ini tidak boleh dipindah miNk, dipajak atau digadai
melainkan dengan kebenaran Pihak Berkuasa Negeri".

(Unofficial English translation)

"This land is not allowed to be transferred, leased or charged except with the
consent of the State Authority".

There can be no assurance that the consent of the relevant State Authorities will be
obtained.

135
5.1.13 The Subject Properties or any part of them may be acquired compulsorily.

Under Section 3 of the Land Acquisition Act 1960, the State Authority has the power to
acquire any land, whether in whole or in part, which is needed:

(i) for any public purpose;

(ii) by any person or corporation for any purpose which, in the opinion of the State
Authority, is beneficial to the economic development of Malaysia or any part
thereof or to the public generally or any class of the public; or

(iii) for the purpose of mining or for residential, agricultural, commercial, industrial or
recreational purposes or any combination of such purposes.

In the event of any compulsory acquisition of property in Malaysia, the amount of


compensation to be awarded is based on the fair market value of a property and is
assessed on the basis prescribed in the Land Acquisition Act, 1960 and other relevant
laws. The market value of the Subject Properties as determined by the State Authority
may be lower than the market value as determined by any independent property valuer
appointed by KIP REIT. Or, if any of the Subject Properties were acquired compulsorily
by the State Authority at a point in time when the market value of the Subject Properties
has decreased, the level of compensation paid to KIP REIT may be less than the price
which KIP REIT paid for the Subject Properties, which may have an adverse effect on the
trading price of the Units and KIP REIT's business, financial condition, results of
operations and prospects. If the compulsory acquisition concerned a material section of
the Subject Properties such as retail space, car park areas and/or access areas to the
Subject Properties, the business and operation of the Subject Properties may be
adversely affected thereby resulting in a reduction of Total Revenue and market value of
the SUbject Properties.

5.2 RISKS RELATING TO KIP REIT'S OPERATIONS

5.2.1 The Total Revenue earned from, and the value of, the Subject Properties may be
adversely affected by a number of factors

The Total Revenue earned from, and the value of, the Subject Properties may be
adversely affected by a number of factors, including, but not limited to:

(i) the ability to collect rent from the tenants;

Oi) the amount and extent to which KIP REIT may grant rent rebates to the tenants;

(iii) defects affecting the Subject Properties which could affect the operations of
tenants resulting in the inability of such tenants to make timely payments of rent
or at all;

(iv) a drop in rental rates due to changes in rental rates of comparable retail
properties, tenant mix, renewal options, size, location and configuration of LA
within the Subject Properties, shopper traffic to the Subject Properties and the
design of the Subject Properties;

(v) the tenants requesting waiver of interest on late payment of rent;

(vi) the tenants seeking the protection of bankruptcy laws which may result in delays
in the receipt of rent payments, inability to collect Gross Rental Income, or delays
in the termination of the tenancy, or which could hinder or delay the re-Ietting of
the space in question or the sale of the relevant property;

(vii) the general macroeconomic and supply and demand trends affecting the
economic conditions of Malaysia and conditions in the real estate market sector
in Malaysia;

136
(viii) reduced occupancy rates due to supply and demand trends affecting the retail
real estate market in Malaysia, the length of potential vacancy periods arising
from tenancy expiries and early terminations, and rental rates of other competing
properties;

(ix) the Manager's ability to provide adequate management and maintenance or to


purchase or put in place adequate insurance;

(x) changes in laws and governmental regulations in relation to real estate, including
those governing usage, zoning, taxes and government charges. Rights related to
the properties may also be restricted by legislative actions, such as revisions to
the laws relating to building standards or town planning laws, or the enactment of
new laws related to condemnation and redevelopment; and

(xi) acts of God, wars, terrorist attacks, riots, civil commotions, widespread
communicable diseases, and other events beyond the control of the Manager.

5.2.2 Operating risks inherent to the retail property industry and increases in operating
and other expenses of the Subject Properties may have an adverse effect on KIP
REIT's financial condition and results of operations

KIP REIT's ability to maintain a certain level of distribution to the Unitholders could be
affected if its operating and other expenses increase without a corresponding increase in
revenue or tenant reimbursement of operating and other costs. In addition to other
factors mentioned herein, factors which could increase operating and other costs of the
Subject Properties, include, but are not limited to, the following:

(i) increase in utility costs (including any increase in preferential tariff granted by
utility service providers);

(ii) increase in construction, repair and maintenance costs (including mechanical


and engineering costs);

(iii) increase in third party sub-contracted service costs;

(iv) increase in insurance premia;

(v) increase in quit rent and assessments (property and related taxes) and other
statutory charges;

(vi) increase in property management costs and management fees;

(vii) changes in statutory laws, regulations or government policies which increase the
cost of compliance with such laws, regulations or policies;

(viii) increase in labour costs;

(ix) increase in the rate of inflation; and

(x) increase in costs of financing for operating or capital requirements.

137
Additionally, capital expenditures and other expenses may be irregular since ongoing
repairs and maintenance may be significant and potentially unpredictable. Both the
amount and timing of such expenditures will have an impact on the cash flow of KIP
REIT. If the Subject Properties do not generate sufficient revenue to meet operating
expenses, debt service and capital expenditures, KIP REIT's income and ability to make
distributions may be materially and adversely affected.

Many of these factors may have an adverse effect on the NPI derived from the Subject
Properties. The valuation of the Subject Properties, (which is to be obtained at least once
every three years from the date of the last valuation pursuant to the REIT Guidelines or
such other shorter interval as the Manager deems necessary), will reflect such factors
and as a result, such valuation may fluctuate significantly upwards or downwards.

5.2.3 Increase in living costs could materially and adversely affect KIP REIT's total
revenue and profitability

KIP REIT's results of operations are sensitive to changes in consumer spending.


Economic indications such as employment levels, business levels, interest rates, the
imposition of GST, fuel costs and rising inflation could increase the costs of living and
reduce consumer spending or change consumer purchasing habits. A general reduction
in consumer spending and KIP REIT's subsequent inability to respond to shifting
consumer living costs could diminish KIP REIT's revenues and profitability, which in turn
would have a material adverse effect on KIP REIT's business, financial condition and
results of operations.

5.2.4 KIP REIT depends on certain key personnel and the loss of any key personnel may
adversely affect its operations

KIP REIT's performance depends, in part, upon the efforts, abilities and continued
service and performance of certain key personnel of the Manager. The insight and
experience gained by the Manager and its key personnel from their management of the
Properties may be difficult to replace should or any of the Manager's key personnel leave
their position. These key personnel may, in the future, leave the employment of the
Manager or compete with the Manager or KIP REIT. The insight and experience gained
by the said key personnel from their management of the Properties may be difficult to
replace should they leave their position. If this were to occur, the Manager will need to
allocate resources searching for a replacement and the duties for which such key
personnel are responsible may be affected. The loss of any of these individuals may
have a material adverse effect on KIP REIT's financial condition and the results of
operations.

5.2.5 The removal of the Manager may have an adverse effect on KIP REIT's financial
condition and results of operations

There is no assurance that the Manager will remain the manager of KIP REIT. In the
event that the Manager ceases to be eligible to act as a REIT manager under the CMSA
or is removed pursuant to the Deed or the Relevant Laws and Requirements, KIP REIT
may need to appoint another management company, which may materially and
adversely affect KIP REIT's financial condition and results of operations.

5.2.6 KIP REIT may be adversely affected by the illiquidity of real estate investments
and the lack of alternative uses and may be exposed to a higher level of risk
compared to more diversified investments

KIP REIT's focus on retail properties involves a higher level of risk as compared to a
portfolio which has a more diverse range of investments which are more liquid. Real
estate investments are relatively illiquid and such illiquidity may affect KIP REIT's ability
to vary its investment portfolio or liquidate part of its assets in response to changes in
economic, real estate market or other conditions. KIP REIT may be unable to sell its
assets on short notice or may be forced to give a substantial reduction in the price that
may otherwise be sought for such assets if a quick sale is required. KIP REIT may face
difficulties in securing timely and commercially favourable financing in asset-based
lending transactions secured by real estate due to the illiquid nature of real estate assets.

138
These factors could have an adverse effect on KIP REIT's financial condition and results
of operations, with a consequential adverse effect on KIP REIT's ability to deliver
expected distributions to Unitholders.

A concentration of investments in Real Estate exposes KIP REIT to the risk of a


downturn in the real estate market. Such downturns may lead to a decline in occupancy
for properties or Real Estate-Related Assets in KIP REIT's portfolio. This will affect KIP
REIT's Gross Rental Income from the Subject Properties and/or a decline in the capital
value of KIP REIT's portfolio, which will have an adverse impact on distributions to the
Unitholders and/or on the results of operations and the financial condition of KIP REIT.

5.2.7 KIP REIT is subject to third-party litigation risk by customers, contractors and
tenants of the Subject Properties which may result in significant liabilities and
damage to KIP REIT's reputation

KIP REIT is exposed to the risk of litigation or claims by customers, contractors or


tenants of the Subject Properties, which may arise for a variety of reasons, including
accidents or injuries that may be suffered by them while within the Subject Properties,
tenants' inability to enjoy the use of the Subject Properties in accordance with the terms
of their tenancy and KIP REIT's failure to perform any of its obligations under any
tenancy, construction or other contract or agreement entered into with contractors,
tenants or other third parties. If KIP REIT is required to bear all or a portion of the costs
arising out of litigation, this may have a material adverse effect on KIP REIT's business,
financial condition, results of operations and prospects.

5.2.8 KIP REIT is exposed to economic and real estate market conditions (including
uncertainties and instability in global market conditions and increased competition
in the retail property market)

KIP REIT's results of operations depend, to a large extent, on the performance of


Malaysia's economy and the Malaysian real estate market conditions. A decline in
Malaysia's economy could adversely affect KIP REIT's results of operations and future
growth. Historically, the Malaysian property market has been cyclical and Malaysian
property values, rents and occupancy rates have been affected by, among other factors,
the rate of economic growth in Malaysia, interest rates and inflation. There can be no
assurance that the Malaysian economy will continue to improve, property values, rents
and occupancy rates will not decline, or that interest rates or inflation will not rise in the
future. An economic decline in Malaysia, a decline in real estate market conditions in
Malaysia or other developments outside the control of KIP REIT and the Manager, would
have a material adverse effect on KIP REIT's business, financial condition and results of
operations.

In addition, the Malaysian economy is affected by global economic conditions. The global
credit markets have experienced, and may continue to experience, volatility and liquidity
disruptions, which have resulted in the consolidation, failure or near failure of a number
of institutions in the banking and insurance industries. These events could adversely
affect KIP REIT insofar as they result in:

(i) reduced customers traffic in the Subject Properties;

(ii) a negative impact on the ability of the tenants to pay their rents (including
percentage rent) in a timely manner or continue their tenancies, thus reducing
KIP REIT's revenue and/or cashflow;

(iii) an increase in counterparty risk involving parties such as, but not limited to,
tenants, insurers, lenders as well as contractors and suppliers (in terms of any
warranties provided); and/or

(iv) an increase likelihood that lenders, banks providing banker's guarantees for KIP
REIT's rental deposits and/or KIP REIT's insurers may be unable to honour their
commitments to KIP REIT.

139
KIP REIT may have difficulty accessing the financial markets, which could make it more
difficult or expensive to obtain funding in the future. There can be no assurance that KIP
REIT will be able to raise funds at a reasonable cost or on favourable terms which may
have a material adverse effect on KIP REIT's business, financial condition and results of
operations.

5.2.9 Adverse change in consumer preference may adversely affect KIP REIT

Consumer demand for the Subject Properties store formats and product assortment is
directly affected by changes in consumer preferences. Consumer preferences in the
markets in which the Subject Properties operates or intends to operate may cease to
favour the Subject Properties store formats and/or the products offered by the Subject
Properties, as a result of, for example, changes in lifestyle and dietary preferences or as
a result of national or regional economic conditions.

Similarly, local conditions may cause customer preferences to vary from region to region
as KIP REIT continues to expand outside Johor, Melaka, Selangor and Negeri Sembilan.
If the Manager is unable to identify and adapt to such changes in consumer preferences
quickly, consumer demand may decline, decreasing KIP REIT's total revenue and
profitability, which in turn would have a material adverse effect on KIP REIT's business,
financial condition and results of operations.

5.2.10 KIP REIT will rely on KiP Mart Tampoi, KiP Mart Masai and KiP Mall Bangi for a
substantial portion of its NPI

KIP REIT will be dependent on KiP Mart Tampoi, KiP Mart Masai and KiP Mall Bangi for
a substantial portion of its NPI. For the Forecast Period 2017 and Forecast Year 2018,
KiP Mart Tampoi, KiP Mart Masai and KiP Mall Bangi are forecasted to account for
30.3%, 28.5% and 27.0% of the Subject Properties' collective NPI, for the respective
period. If KIP REIT continues to be dependent on the 3 properties for a significant portion
of its NPI going forward, a significant decline in the NPI of any of these three properties'
may have a material adverse effect on KIP REIT.

5.2.11 Possible change of investment strategies may adversely affect Unitholders'


investments in KIP REIT

KIP REIT'S policies with respect to certain activities, including investments and
acquisitions, will be determined by the Manager. Unitholders and potential investors
should note that, subject to the requirements of the Deed and the Relevant Laws and
Requirements, the Manager has wide discretion to determine the investment strategies
of KIP REIT and may decide to invest in other types of assets, including any Real Estate
Assets, Real Estate-Related Asset, as well as Non-Real Estate-Related Assets.
Furthermore, as with other investment decisions, there are risks and uncertainties with
respect to the selection of investments and with respect to the investments themselves.
Please refer to Section 10.9 "Investment Policies of KIP REIT" of this Prospectus for
further details on the restrictions relating to the investment policies of KIP REIT.

140
5.2.12 KIP REIT is subject to risks inherent in concentrating investments primarily in
retail properties in a single country

The Subject Properties are community-centric retail centres. KIP REIT's principal
investment policy is to invest, directly and indirectly, in a portfolio of income producing
real estate used primarily for retail purposes. KIP REIT may also invest in other
investments as permissible in the REIT Guidelines or as otherwise permitted by the SC,
including in Real Estate-Related Assets. As such, KIP REIT will be subject to additional
risks compared to a portfolio that is diversified in terms of location and type. Other real
estate companies which invest in more than one asset class and over a wider
geographical spread may not be exposed to the same level of risk as KIP REIT. These
risks include, and are not limited to, a downturn in the real estate market in Malaysia and
the Malaysian economy, movements in interest rates and changes in policies or laws
affecting real property in Malaysia, which could in turn affect the valuation of the Subject
Properties, and other adverse changes in Malaysia's macro-economic indicators. Such
downturns would affect distributions to Unitholders, and have a material adverse effect
on KIP REIT's business, results of operations and financial conditions.

5.2.13 Potential conflicts of interest among KIP REIT, the Manager and the Promoters or
its subsidiaries may result in corporate actions and business decisions that are
not in the Unitholders' best interests

The Manager is indirectly wholly-owned by the Promoters through Kip Homes Sdn Bhd.
In addition, the Promoters will be a substantial Unitholders of KIP REIT. There can be no
assurance that conflicts of interest may not arise among KIP REIT, the Manager, the
Promoters or their subsidiaries in the future. Please refer to Section 11 "Corporate
Governance, Related Party Transactions and Conflicts of Interest" of this Prospectus.

The Promoters and their subsidiaries and/or associates are engaged in, and/or may
engage in among others, investment in, and the development, management and
operation of retail properties which may compete with the Subject Properties and cause
downward pressure on rental rates. Additionally, the Promoters and the Manager may in
the future, sponsor, manage or invest in other REITs or other vehicles which may also
compete directly with KIP REIT.

In addition, pursuant to the ROFR, the Manager may in the future recommend that KIP
REIT acquire additional retail properties and mixed-use developments with a retail
component from the Promoters and/or its subsidiaries. In such cases, the Manager is
required to obtain valuations from independent property valuers and to comply with all
other reqUirements applicable to such transactions pursuant to the REIT Guidelines,
There can be no assurance that the negotiations with respect to such properties related
to the sale and purchase of such properties (in particular, the representations, warranties
and indemnities and payment terms), will not be adverse to KIP REIT. However, the
REIT Guidelines provide that the related party transaction entered into by or on behalf of
KIP REIT should be carried out at arm's length, in accordance with the provisions
therein.

5.2.14 KIP REIT is a newly established entity without an established operating history for
investors to rely on in making an investment decision

KIP REIT was established on 4 November 2016. Accordingly, the KIP REIT has no
operating history by which its past performance may be assessed and investors may find
it difficult to evaluate KIP REIT's future prospects, There can be no assurance that KIP
REIT will be able to generate sufficient income from operations to make distributions or
that such distributions (if any) will be in line with those set out in Section 4.5 "Profit
Forecasts of this Prospectus.

141
5.2.15 The Manager may not be able to successfully implement its investment strategies
for KIP REIT

The Manager's ability to successfully implement its investment strategies or to expand


KIP REIT's portfolio at any specified rate or to any specified size, and whether under the
ROFR or otherwise will depend on, amongst other factors, the Management's ability to
identify suitable assets and ability to obtain financing. There can be no assurance that
the Manager will be able to make acquisitions or investments on favourable terms or
within a desired time frame.

5.2.16 KIP REIT may be subject to GST

On 4 August 2016, the Royal Malaysian Customs Department (URMCO") has issued an
advance ruling to Adamin Corporation Sdn Bhd and KIP Development Sdn Bhd
respectively on behalf of the vendors of the Subject Properties. Pursuant to the advance
rulings, the transfer of the Subject Properties from the vendors to KIP REIT is regarded
as a transfer of going concern pursuant to Section 68 of the Goods and Services Tax Act
2014, subject to terms and conditions set out in the advance rulings. The transfer of
going concern is treated as neither a supply of goods nor a supply of services under
Paragraph 1, Second Schedule of the Goods and Services Tax Act 2014 and therefore
the acquisition of the Subject Properties by KIP REIT is not subject to GST. However,
there is no assurance that the RMCD will not revoke its confirmation, or reclassify the
acquisition of the Subject Properties as a supply of goods or services, prior to the
completion of the acquisition of the Subject Properties. In the event of such revocation or
reclassification, the transfer of the Subject Properties will be subject to GST at the rate of
6.0%, or the amount of RM34.8 million, which is payable by KIP REIT.

5.2.17 KIP REIT may not meet the requirements to enjoy tax exemptions under Section
61A of the Income Tax Act by virtue of, among others tax adjustments which could
affect the requirement of 90.0% distribution of taxable income or changes in tax
laws

Pursuant to Section 61A of the Income Tax Act 1967, a REIT is exempted from income
tax for the relevant year of assessment provided that it distributes at least 90.0% of its
total income (as defined under the Income Tax Act 1967) to its Unitholders in the basis
period of the REIT for the relevant year of assessment. The MIRB has given a
concession for such distribution to be made within two months after the close of the
financial year which forms the basis period for the tax assessment of the REIT.

Where the abovementioned condition pursuant to Section 61A of the Income Tax Act
1967 is met, the total income of KIP REIT will be exempted from income tax. However,
KIP REIT will be required to withhold tax on such income distributed to certain
Unitholders. Please refer to Appendix C "Tax Consultant's Letter on Taxation of KIP
REIT and Unitholders" of this Prospectus for the Malaysian withholding tax implications
on distributions to investors from a Malaysian REIT which meets the requirement of
Section 61 A of the Income Tax Act, 1967.

There is no assurance that KIP REIT will be able to comply with the requirement to enjoy
tax exemption under Section 61A of the Income Tax Act 1967. In the event of a tax audit,
the MIRB may make an upward adjustment to the total income of KIP REIT, which may
result in KIP REIT no longer satisfying the 90.0% threshold requirement of Section 61A
of the Income Tax Act 1967. Moreover, if KIP REIT was not originally exempted under
Section 61A of the Income Tax Act 1967, an upward adjustment to total income would
result in KIP REIT being subject to more income tax.

The Malaysian tax laws may subject to change. For example, the pre-requisites for tax
exemption may become more difficult to meet, such that KIP REIT would be more likely
to be subject to income tax or the tax exemption for Malaysian REITs may be removed
altogether. Any other tax exemptions/reliefs, such as stamp duty and GST which
Malaysian REITs currently enjoy, may also be removed in the future.

142
5.2.18 KIP REIT may face risks associated with debt financing and existing and future
debt facilities and debt covenants may limit or affect KIP REIT's operations

Upon Listing, based on KIP REIT's Consolidated Pro Forma Statement of Financial
Position, KIP REIT will have total indebtedness of approximately RM85.9 million
representing approximately 14.8% of its Total Asset Value. KIP REIT is subject to risks
associated with existing and future debt financing, including the risk that its cash flow will
be insufficient to meet the required payments of principal and interest under such
financing, and therefore be unable to make distributions to Unitholders. Please refer to
Section 3.8 "REIT Financing" of this Prospectus for further details on the debt financing
of KIP REIT.

Distributions from KIP REIT to Unitholders are expected to comprise at least 90.0% of
KIP REIT's Distributable Income. As a result of this distribution policy, KIP REIT may not
be able to meet all of its obligations to repay any future borrowings through its cash flow
from operations. KIP REIT may be required to repay maturing debt with funds from
additional debt or equity financing or both. There is no assurance that such financing will
be available on acceptable terms or at all.

If principal amounts due for repayment at maturity cannot be refinanced, extended or


paid with proceeds of other capital transactions, such as new equity capital, KIP REIT will
not be able to repay all maturing debt. In such cases, if KIP REIT defaults under such
debt facilities, the lenders may be able to declare a default and initiate enforcement
proceedings in respect of any security provided, and/or call upon any guarantees
provided. Further, if KIP REIT's properties are mortgaged, such properties could be
foreclosed by the lender or the lender could require a forced sale of the properties with a
consequent loss of income and asset value to KIP REIT. This would in turn affect the
distributions to be paid to Unitholders.

Even if KIP REIT is able to secure new debt financing, KIP REIT may be subject to the
risk that any terms of any refinancing undertaken will be less favourable than the terms of
the borrowings sought to be refinanced (including bank borrowings or issuances of
debenture and bonds). KIP REIT may also be subject to certain covenants that may limit
or otherwise adversely affect its operations and its ability to make distributions to
Unitholders. Such covenants may also restrict KIP REIT's ability to acquire properties or
undertake other capital expenditure and may require it to set aside funds for
maintenance or repayment of security deposits or require KIP REIT to maintain certain
financial ratios (such as loan to value ratios). The triggering of any such covenants may
have an adverse impact on KIP REIT's financial condition.

Increases in interest rates could significantly affect KIP REIT's financial condition and
results of operations. The interest rates of borrowings could be subject to changes based
on the cost of funds of the respective lenders, which could be subject to renegotiation on
a periodic basis. If the interest rates of KI P REIT's existing or future borrowings increase
significantly, its cost of funds will increase which may adversely impact its results of
operations, planned capital expenditure and cash flows.

143
5.2.19 The amount KIP REIT may borrow is limited, which may affect the operations and
expansion of KIP REIT

Under the REIT Guidelines, KIP REIT is only permitted to borrow up to 50.0% of its Total
Asset Value at the time the borrowing is incurred. KIP REIT may, from time to time,
require further debt financing to achieve its investment strategies. If further debt funding
is incurred, it would result in increased debt service obligations and may result in
additional operating and financing covenants, or liens on the Subject Properties, that may
restrict its operations. In the event KIP REIT is unable to procure additional borrowings in
the future, KIP REIT may be unable to proceed with its investment strategies and may
face adverse business consequences as a result of this limitation on future borrowings.
These may include, but are not limited to,

(i) an inability to fund capital expenditure requirements in relation to KIP REITs


existing asset portfolio or in relation to KIP REITs potential acquisitions to
expand its portfolio;

(ii) a decline in the value of the Deposited Property may cause the borrowing limit
under the REIT Guidelines to be exceeded, thus affecting KIP REITs ability to
undertake further borrowings; and

(iii) cash flow Shortages (including with respect to distributions) which KIP REIT
might otherwise be able to resolve by borrowing funds.

5.2.20 Occurrence of any acts of God, war and terrorist attacks may adversely and
materially affect the business and operations of the Subject Properties

KIP REIT will be subject to risk such as natural disasters and other acts of God, which
are beyond the control of KIP REIT or the Manager. These may materially and adversely
affect the economy, infrastructure and livelihood of the local population including KIP
REIT. KIP REITs business and income available for distribution may be adversely
affected should such acts of God occur. Further, there is no assurance that any war,
terrorist attack or other hostilities in Malaysia, potential, threatened or otherwise, will not,
directly or indirectly, have an adverse effect on the operations of the Subject Properties
and hence KIP REITs income available for distribution.

5.2.21 The outbreak of an infectious disease or any other serious public health concerns
in Asia and elsewhere may adversely impact the business, financial condition and
results of operations of KIP REIT

In April 2013, the World Health Organisation reported new cases of human infection with
avian influenza A (H7N9) in China.

In March 2014, outbreaks of the Ebola virus occurred in a number of countries in Africa
such as Guinea, Liberia and Sierra Leone. In 2015, outbreaks of this disease were
reported in other parts of the world including Asia. In June 2015, Thailand, South Korea
and Malaysia experienced an outbreak of Middle East Respiratory Syndrome ("MERS")
virus, which affected the Asian economies, including Malaysia's economy.

Recently, in May 2015, an outbreak of the Zika virus was also reported in various parts of
the world, predominantly in South America.

The outbreak of an infectious disease such as Asian Influenza, Ebola, NlERS and Zika in
Asia and elsewhere, together with any resulting restrictions on travel and/or imposition of
quarantines, may have a negative impact on the economy and business activities in Asia
and could thereby adversely impact the revenues and results of KIP REIT. These factors
could materially and adversely affect the business and financial conditions and the
results of operations of KIP REIT.

144
5.2.22 KIP REIT is exposed to political risks

KIP REIT 's business, prospects, financial condition and results of operations may be
adversely affected by political, economic and social developments in Malaysia. Other
political and economic uncertainties include but are not limited to the risks of war,
terrorism, riots, renegotiations or nullification of existing contracts and changes in interest
rates, foreign exchange rates, methods of taxation and import duties restrictions. Any
change in Government policy, changes to senior positions within the Government and
Parliament, or any political instability in Malaysia or other countries that may arise from
these changes may have a material adverse effect on KIP REIT.

5.3 RISKS RELATING TO AN INVESTMENT IN THE UNITS

5.3.1 The actual performance of KIP REIT and the Subject Properties could differ
materially from the forward-looking statements in this Prospectus

This Prospectus contains forward-looking statements regarding, amongst others,


distribution/yield levels for the Forecast Period 2017 and Forecast Year 2018. These
forward-looking statements are based on a number of assumptions which are subject to
uncertainties and contingencies which are outside of the Manager's control. See Section
4.5.3 "Bases and Assumptions" of this Prospectus for further details. KIP REIT's ability to
achieve the abovementioned distributions/yields is subject to events and circumstances
assumed which may not occur as expected, or events and circumstances not antiCipated
which may arise.

No assurance is given that the assumptions will be realised and the actual
distributions/yields will be as projected.

5.3.2 There has been no prior market for the Units, the listing of the Units on the Main
Market may not result in an active or liquid market for the Units

On 8 December 2016, approval was obtained from Bursa Securities for the admission of
all the issued Units of KIP REIT to the Official List of the Main Market and for permission
to deal in and the listing of, and quotation for, all the issued Units. The Units comprise a
new issue of securities for which there is currently no public market. There is no
guarantee that the listing and quotation for the Units will develop a trading market or if a
market does develop, the liquidity of that market for the Units. Prospective Unitholders
must be prepared to hold their Units for an indefinite length of time.

Furthermore, it may be difficult to assess KIP REIT's performance against either


domestic or international benchmarks. The REIT market in Malaysia is relatively less
developed compared to the REIT markets in Australia, Hong Kong and Singapore which
could lead to a lack of liquidity for the Units and a general lack of investor demand for
Malaysian REITs such as KIP REIT. There can be no assurance that an active market for
REITs will develop in Malaysia.

5.3.3 KIP REIT's Pro Forma Statement of Financial Position and Pro Forma Net Property
Income included herein may not reflect actual financial position and results

KIP REIT's Pro Forma Statement of Financial Position has been prepared to show the
effects of the AcqUisitions and the Offering, based on the assumption that the events
have been effected on the date of establishment of KIP REIT. As KIP REIT's Pro Forma
Statement of Financial Position is prepared for illustrative purposes only, such
information, because of its nature, does not provide a true representation of the effects of
the formation of KIP REIT on the financial position of KIP REIT had the events occurred
on the date of establishment of KIP REIT. Further, such information does not purport to
predict KIP REIT's future financial position.

145
KIP REIT's Pro Forma Net Property Income included in this Prospectus has been
prepared on an aggregate basis as if the Subject Properties have been operated under
KIP REIT throughout and as at the periods and dates presented. The Pro Forma Net
Property Income is also not necessarily indicative of the results of operations that would
have been attained had KIP REIT actually existed earlier.

Please refer to Section 4.1 and 4.3 of this Prospectus for more details on KI P REIT's Pro
Forma Statement of Financial Position and Pro Forma Net Property Income.

5.3.4 The sale of a substantial number of Units by the Major Unitholders (following the
lapse of the lock-up arrangements) could adversely affect the price of the Units

Upon Listing, the Promoters will hold 727,000 Units directly and have deemed interest in
271,300,000 Units through interest via (i) the Vendors to which Consideration Units are
to be issued pursuant to the Acquisitions and (ii) their spouses and children, assuming
full subscription of their respective entitlements to the Units pursuant to the preferential
allocation under the Retail Offering. If the Promoters (following the lapse of the relevant
respective lock-up arrangements, or pursuant to any applicable waivers) sells or are is
perceived as intending to sell a substantial amount of its Units, or if a secondary offering
of the Units is undertaken in connection with an additional listing on another securities
exchange, the market price for the Units could be adversely affected.

5.3.5 Unitholders who do not or are not able to participate in future equity financing by
KIP REIT will experience a dilution in their interest in KIP REIT

If Unitholders do not or are not able to participate in any future equity fund raising, such
as rights issues or private placements, their proportionate interest in KIP REIT will be
reduced. Any consideration received by such Unitholders in exchange for any rights
under future equity fund raisings may not be sufficient to compensate for the dilution of
their unitholdings as a result of the equity fund raising.

5.3.6 The price of the Units may decline after the Listing

The Final Retail Price and the Institutional Price may not be indicative of the market price
for the Units upon completion of the Listing.

The trading price of the Units will depend on many factors, including, but not limited to:

(i) the perceived prospects of KIP REIT's business and investments and the
Malaysian real estate market or Real Estate-Related Assets;

(ii) differences between KIP REIT's actual financial and operating results and those
expected by investors and analysts;

(iii) changes in analysts' recommendations or projections, if any;

(iv) changes in general economic or market conditions;

(v) the market value of KIP REIT's assets;

(vi) the perceived attractiveness of the Units against those of other equity or debt
securities, including those not in the real estate sector;

(vii) the balance of buyers and sellers of the Units;

(viii) the size and liquidity of the Malaysian REIT market;

(ix) any changes to the regulatory system, including the accounting standards and
tax system, both generally and specifically in relation to Malaysian REITs;

146
(x) any ability on the Manager's part to implement successfully its investment and
growth strategies; and

(xi) broad market fluctuations, including increases in interest rates and weakness of
the equity and debt markets.

For these reasons, amongst others, Units may trade at prices that are higher or lower
than the NAV per Unit. To the extent that KIP REIT retains operating cash flow for
investment purposes, working capital reserves or other purposes, these retained funds,
while increasing the value of KIP REIT's Total Asset Value and NAV, may not
correspondingly increase the market price of the Units. Any failure to meet market
expectations with regards to future earnings and cash distributions may adversely affect
the market price for the Units.

Where new Units are issued at less than the market price of Units, the value of an
investment in Units may be affected. The Units are not capital-protected/guaranteed
products. There is no guarantee that Unitholders can regain the amount invested. If KIP
REIT is terminated or liquidated, investors may lose a part or all of their investment in the
Units.

5.3.7 There is no assurance that KIP REIT will be able to make distribution to
Unitholders or maintain any given level of distribution

Distributable Income is dependent on:

(i) the NPI earned from real estate investments which depends on, among other
factors the amount of Gross Rental Income and other property income received
and the level of property expenses incurred; and

(ii) the trust level expenses of KIP REIT, such as Management Fees and financing
costs.

If the Subject Properties from time to time do not generate sufficient Distributable Income
and cash flows, KIP REIT's ability to make distributions to Unitholders could be adversely
affected.

No assurance can be given as to KIP REIT's ability to payor maintain distributions.


Neither is there any assurance that the level of distributions will increase over time, that
there will be contractual increases in rent under the tenancies of the Subject Properties
or that the receipt of Gross Rental Income in connection with expansion of the properties
or acquisitions of properties will increase KIP REIT's cash flow available for distribution to
Unitholders.

5.3.8 The Manager is not obliged to redeem Units

Unitholders have no right to request the Manager to redeem their Units. Therefore, there
can be no assurance that a Unitholder will be able to dispose of its Units at the price at
which they purchased the Units or at any price, or at all. Accordingly, Unitholders may
only be able to liquidate or dispose of their Units by selling their Units through trading on
the Main Market.

5.3.9 The NAV per Unit may be diluted if new Units are issued and priced below the
current NAV per Unit

The Deed contemplates new issues of Units, the offering price for which may be above,
at or below the then current NAV per Unit. The NAV per Unit may be diluted if new Units
are issued and the proceeds from such issue of these Units generates insufficient
cash flow to compensate for the dilution. Where new Units, including Units which may be
issued to the Manager in payment of the Management Fee, are issued at less than the
NAV per Unit, the then current NAV per Unit may be diluted.

147
5.3.10 Cyclical market and economic conditions may affect the price and demand for the
Units

Cyclical movements in domestic and international securities markets, economic


conditions, foreign exchange rates and interest rates may affect the market price of, and
demand for, the Units. In particular, an increase in market interest rates may have an
adverse impact on the market price of the Units if the annual yield on the price paid for
the Units provides investors a lower return compared to other investments.

The FTSE Bursa Malaysia KLCI sentiment was lacklustre, dropping to a 52-week low of
1,600.92 points on 21 January 2016. There can be no assurance that the performance of
the lVIalaysian securities markets will continue to improve. The Malaysian securities
markets are smaller than certain other international securities markets. Malaysian stock
exchanges have in the past experienced substantial fluctuations in the prices of listed
securities.

5.3.11 The laws, regulations and accounting standards in Malaysia may change,
including the introduction of new or revised legislation, regulations, guidelines or
directives affecting REITs

KIP REIT may be affected by the introduction of new or revised legislation, regulations or
accounting standards. Accounting standards in Malaysia are subject to change as they
are further aligned with international accounting standards. The financial statements of
KIP REIT may be affected by the introduction of such revised accounting standards. The
extent and timing of these changes in accounting standards are unknown and subject to
confirmation by the relevant authorities.

There is no assurance that these changes will not:

(i) have a significant impact on the presentation of KIP REIT's financial statements;

(ii) have a significant impact on KI P REIT's results of operations;

(iii) have an adverse effect on the ability of KIP REIT to make distributions to
Unitholders;

(iv) have an adverse effect on the ability of the Manager to carry out KIP REIT's
investment strategies; or

(v) have an adverse effect on the operations and financial condition of KIP REIT.

KIP REIT may also be affected by the introduction of new or revised legislation,
regulations, guidelines or directives affecting REITs. There is no assurance that new or
revised legislation, regulations, guidelines or directives will not adversely affect REITs in
general or KIP REIT specifically, consequently having a corresponding adverse effect on
Unitholders.

5.3.12 The Malaysian Ringgit may be subject to exchange controls

From 1998 to 2005, Bank Negara Malaysia maintained a fixed exchange rate of RM3.80
to USD1.00. In 2005, Bank Negara Malaysia removed the peg and allowed the
Malaysian Ringgit to operate in a managed float, with the value of the currency being
determined by various economic factors.

In 2015, the Malaysian Ringgit experienced a slump due to deteriorating terms of trade
and slumping oil prices. There can be no assurance that Bank Negara Malaysia will, or
would be able to, intervene or maintain this managed float system in the future or that
any such intervention or managed float system would be effective. Hence, there can be
no assurance that the exchange rate will not deviate significantly from the previous fixed
exchange rate.

148
Furthermore, there can be no assurance that the Government will not impose more
restrictive or other exchange controls. Any further imposition, variation or removal of
exchange controls may adversely affect the value of the Units or the ability of investors to
repatriate the proceeds of any distributions or from the sale of any Units out of Malaysia.

5.3.13 Foreign investment in Malaysia assets may be subject to further controls

Foreign investment in Malaysian assets is regulated and monitored by the Economic


Planning Unit of the Prime Minister's Department. Currently there is no restriction
imposed on foreign investment in REITs which have invested in lVIalaysian assets.
However, there can be no assurance that the Economic Planning Unit of the Prime
Minister's Department and/or the Government will not impose any restrictive or other
controls relating to foreign investment in Malaysian assets. Any imposition or variation of
such controls may affect Unitholders' ability to sell the Units to foreign parties and may
affect the liquidity of the Units. Such conditions may also limit KIP REIT's access to
future sources of equity capital.

5.3.14 Unitholders may be unable to recover claims brought against the Manager as the
Manager is not an entity with significant assets

Unitholders may in future have claims against the Manager in connection with the
carrying on of its duties as manager of KIP REIT (including in relation to the Offering and
this Prospectus).

Under the terms of the Deed, the Manager is indemnified from the Deposited Property
against any actions, costs, claims, damages, expenses or demands to which it may be
put as manager of KIP REIT unless occasioned by fraud, gross negligence, wilful default
or breach of the Deed by the Manager. In the event of any such fraud, gross negligence,
wilful default or breach, only the assets of the Manager itself and not the Deposited
Property would be available to satisfy a claim.

5.3.15 There may be a delay or failure in Listing of the Units

The Listing is exposed to the risk that it may be delayed or may fail should anyone or
more of the following events occur:

(i) the Underwriter exercise its rights pursuant to the Retail Underwriting Agreement
and/or the Bookrunner(s) exercises its rights under the Placement Agreement,
respectively, to discharge itself from their obligations thereunder; or

(ii) KIP REIT is unable to meet the public spread requirement of 25.0% public
shareholding spread or such other minimum public unitholding spread as may be
approved by Bursa Securities.

(iii) the Final Retail Price and Institutional Price being too low to achieve the
minimum subscription for the offering;

(iv) the Financing Facilities being withdrawn, terminated or not being drawndown for
any reason whatsover; and

(v) the authorities revoke approvals for Listing.

If the Offering is not completed and/or the Manager decides in its absolute discretion not
to proceed with the Listing, any monies paid in respect of all applications under the Retail
Offering will be refunded without interest.

149
5.3.16 There is no assurance that the Units will remain listed on Bursa Securities and/or
not be suspended from trading

Although it is intended that the Units will remain listed on Bursa Securities, there is no
guarantee of the continued listing of the Units. Among other factors, KIP REIT may not
continue to satisfy the public spread requirements under the Listing Requirements.
Accordingly, Unitholders will not be able to sell their Units through trading on Bursa
Securities if the Units are no longer listed on Bursa Securities and/or are suspended from
trading for an indefinite period.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

150
6. THE MANAGER

6.1 CORPORATE INFORMATION

The Manager, KIP REIT Management Sdn Bhd was incorporated in Malaysia on 18 December
2015. As at the date of this prospectus, it has an authorised share capital of RM1,000,000.00
comprising 1,000,000 ordinary shares of par value RM1.00 each of which 1,000,000 shares have
been issued and fully paid up.

The principal activity of the Manager is to manage and administer KIP REIT. The Manager is a
wholly-owned subsidiary of Kip Homes Sdn Bhd, which in turn is jointly-owned by the Promoters.

6.2 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE MANAGER

The Manager shall, subject to the provisions of the Deed and the Relevant Laws and
Requirements, carry out all activities as it may deem necessary for the management of KIP REIT
and its business. The Manager's main responsibility is to manage activities in relation to KIP
REIT.

The Manager shall, in managing KIP REIT, undertake primary management activities in relation
to KIP REIT, including but not limited to overall strategy, risk management strategy, new
acquisition and disposal analysis, marketing and communications, individual asset performance
and business planning, market performance analysis and other activities as provided under the
Deed.

In addition, the Manager covenants with the Trustee and each of the Unitholders, among others,
the following:

(i) to carryon and conduct its business in a proper, diligent and efficient manner and ensure
that KIP REIT is managed and administered in a proper, diligent and efficient manner
and in accordance with the Deed and the Relevant Laws and Requirements and in
accordance with acceptable and efficacious business practices in the real estate
investment industry;

(ii) to act with due care, skill and diligence in managing KIP REIT and effectively employ the
resources and procedures necessary for the proper performance of KI P REIT;

(iii) to observe high standards of integrity and fair dealing in managing KIP REIT to the best
and exclusive interest of the Unitholders;

(iv) not to take on, lease or otherwise acquire, any immovable property or any interest
therein, except for the purposes of operating KIP REIT and those entered into in the
ordinary course of business;

(v) not to make improper use of its position in, or information acquired through, managing
KIP REIT to gain, directly or indirectly, an advantage for itself or for any other person or
to cause detriment to the interest of Unitholders and to ensure that its officers and
delegates comply with the same;

(vi) to make available, or ensure that there is made available, to the Trustee such information
as the Trustee requires with respect to all matters relating to KIP REIT to which the Deed
relates;

151
(vii) to the same extent as if the Trustee was a director of the Manager:

(a) to make available to the Trustee or an authorised officer or employee of the


Trustee or the Auditor appointed by the Trustee, for inspection, the whole of the
books and records of the Manager in relation to KIP REIT wherever kept;

(b) to make available to the Trustee or an authorised officer or employee of the


Trustee or the Auditor appointed by the Trustee, for inspection, all financial and
other records of KIP REIT wherever kept; and

(c) to give to the Trustee or an authorised officer or employee of the Trustee or the
Auditor appointed by the Trustee such oral or written information, explanation or
other assistance that they may require with respect to all matters relating to KIP
REIT or any Deposited Property (whether acquired before or after the date of the
Deed) or otherwise relating to the affairs of KIP REIT;

(viii) to ensure that KIP REIT has, at all times, an apPointed Trustee and a person responsible
for ensuring compliance with the Deed and the Relevant Laws and Requirements;

(ix) to appoint a property management company which has been approved by the Trustee to
manage the Real Estate held by KIP REIT and which possesses adequate human
resources with the necessary qualifications, expertise and experience in real estate
management;

(x) to ensure that all Real Estate held by KIP REIT is kept in good repair, that all valid
notices from and requirements of proper authorities in relation thereto are observed and
complied with and that they are let and otherwise dealt with to the best advantage;

(xi) to furnish the Trustee with a copy of an announcements that the Manager makes to
Bursa Securities as soon as practicable after the announcement is made to Bursa
Securities;

(xii) to ensure that its officers and delegates comply with all of its duties and obligations
prescribed under the Relevant Laws and Requirements;

(xiii) to take all necessary steps to ensure that the Deposited Property is adequately protected
and properly segregated from other property, whether belonging to the Trustee, Manager
or to other third party;

(xiv) to insure and keep covered or insured in the name of the Trustee for their full
replacement value or such amounts as may be recommended by a qualified valuer
against fire, explosion, storm, tempest, flood, lightning and other usual risks including
loss of rent where applicable on all Real Estate comprised in the Deposited Property and
on request by the Trustee produce for the inspection of the Trustee all insurance policies
effected;

(xv) to account to the Trustee for any loss suffered by the fund as a result of the Manager's
failure to exercise the degree of care and diligence required in operating and managing
KIP REIT;

(xvi) to ensure that the Deposited Property is held separately, legally, from the assets of the
Manager and any other fund managed by the Manager;

(xvii) to take all reasonable steps and exercise due diligence to ensure that the Deposited
Property and the Units are correctly valued in accordance with provisions of the Deed
and the Relevant Laws and Requirements;

(xviii) to establish and maintain risk management systems and controls to enable it to identify,
assess, mitigate, control and monitor risks in relation to KIP REIT;

152
(xix) to have adequate human resource with the necessary qualification, expertise and
experience to carryon business as a manager;

(xx) to have adequate and appropriate systems, procedures and processes to undertake the
business in a proper and efficient manner; and

(xxi) to pay the Trustee within 10 Business Days after its receipt, any moneys payable by it to
the Trustee under the Deed.

L THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

153
6.3 CORPORATE STRUCTURE OF THE MANAGER

Board of Directors

-------

/' '\
Chief Executive
Officer

"-

/' '\
I "'\
Chief Financial Assistant General Manager
Officer Manager Advertising, Legal and
Promotion, Compliance
Leasing and Marketing
../

Senior Manager,
Corporate Finance

154
6.4 DIRECTORS OF THE MANAGER

The Board is entrusted with the responsibility for the overall management of the Manager. The
Board consists of five directors. The following table sets forth certain information regarding the
directors of the Manager:

No. Name Nationality Position


Dato' Syed Hussain bin Malaysian Chairman and Senior Independent Non-
Syed Husman Executive Director
2. Dato' Chew Lak Seong Malaysian Managing Director and Non-Independent
Executive Director
3. Dato' Ong Kook Liong Malaysian Non-Independent Executive Director
4. Datuk Mohamed Arsad bin Malaysian Independent Non-Executive Director
Sehan
5. Foo Lee Khean Malaysian Independent Non-Executive Director

6.4.1 Experience and Expertise of the Board of Directors

Information on the business and working experience of the directors of the Manager is
set out below:

(i) Dato' Syed Hussain bin Syed Husman was appointed to the Board as a
Director on 20 April 2016.

He is currently an Executive Director and the Chief Executive Officer of SVTT


Resources Sdn Bhd (formerly known as SVT Resources Sdn Bhd) , a position he
has held since 2011. He is also currently an Independent and Non-Executive
Director and Chairman of Remuneration Committee of Kian Joo Can Factory
Berhad since 2015.

He also sits on the board of Universiti Putra Malaysia and is the Chairman of
Putra Business School.

He began his career in 1987 with Imperial Chemical International/Chemical


Company Malaysia Berhad as a Human Resources Officer and was promoted to
HR Manager of the group in 1990. He was with Procter & Gamble,
Malaysia/Singapore as Human Resources and External Affairs Director (1992 to
1997) and Rothmans of Pall Mall (Malaysia) Berhad (1997 to 2000). He was
appointed to the board of directors of Rothmans in 1998 and served British
American Tobacco (Malaysia) Berhad (2000 to 2004) as Director, Human
Resources - Public Relations and Security Affairs. He joined Ramunia Holdings
Bhd in 2006 and left as Group Director, Human Resources, Communications and
Information Technology in 2008.

He was the Group Director of Human Resource & Corporate Affairs at Petrofield
(M) Sdn Bhd between 2008 and 2010.

He was awarded "HR Manager of the Year Award 1999" by the Malaysian
Institute of Human Resource Management and Ministry of Human Resource
Malaysia and "Justice of Peace" by His Highness Sultan of Negeri Sembilan in
July 2000. appointed a Fellow of the Malaysian Institute of Human Resources
Management in 2000, a Justice of Peace in July 2000, an Associate member of
the Commonwealth Magistrates and Judges Association, CMJA. He is also a
Council Member of the Malaysian Employers Federation, member of the
National Skills Council and National Labour Advisor Council. He was also
granted the title, "Accredited Public Relation Practitioner" (APR) by the Institute
of Public Relations Malaysia in August 2005.

155
He holds a Bachelor in Business Studies degree and a Masters in Business
Administration from Western Illinois University, Illinois, USA. He also attended
the Senior Management Development Program at Harvard Business School,
USA in 2002.

(ii) Dato' Chew Lak Seong was appointed to the Board as Managing Director on 18
December 2015.

He is the co-founder of the KIP group of companies and has been the Managing
Director of KIP group of companies since 1997.

He has over 35 years of experience in property development and investment.


hospitality, retail design and development, project management and corporate
management. He was instrumental in the completion of Kipark Puchong, Kipark
Selayang, Harmoni Park, Taman Tampoi Indah in Johor and Taman
Perindustrian KIP in Kuala Lumpur, a mixed development comprising of high-rise
medium-cost apartments, shop houses and factories.

Under the Promoters' leadership, KIP group of companies has successfully


revived an abandoned mixed development project located in Sri Utara, Kuala
Lumpur, namely Kipark Sri Utara, consisting of residences (Taman Seri Utara),
offices (Menara KIP) and hotel (KIP Hotel), with a combined gross development
value of more than RM500.0 million.

He began his career in 1980 as a project manager in MBf Property Services Sdn
Bhd, where he was involved in projects in Penang, namely, 1 Persiaran Gurney
condominium, Midland Park condominium, and Boundary Court apartments. In
1988, he joined Rawang Industrials & Property Sdn Bhd as general manager of
property development where he was involved in Rawang Jaya mixed
development, Kepong Sentral shop apartments and Desa Jaya mixed
development in Johor Bahru.

He subsequently joined Tanco Properties Sdn Bhd as general manager of


property development from 1990 to 1993. At Tanco Properties Sdn Bhd, he was
involved in a development known as Rawang Country Homes, a 200-acre mixed
development of retail and residential properties and the Duta Vista apartments in
Kuala Lumpur.

From 1993 to 1997, he was Managing Director of property development in Meda


group of companies. He contributed towards the success in the completion of the
Summit Square, Summit Parade, Summit City and Plaza Bukit Mertajam.

He holds a B.Sc (Hons) Degree majoring in Housing, Building and Planning from
University Sains Malaysia.

(iii) Dato' Ong Kook Liong was appointed to the Board as a Director on 18
December 2015.

He is the co-founder of the KIP group of companies and is an Executive Director


of KIP group of companies. He is responsible for spearheading leasing, retail
development conceptualisation and tenant mix strategy for all projects including
the KipMart portfolio.

He has over 27 years of experience in sales and marketing of property, property


investment and hospitality. He was instrumental in the planning, design,
marketing and completion of Kipark Puchong, Kipark Selayang, Harmoni Park,
Taman Tampoi Indah in Johor and Taman Perindustrian KIP in Kuala Lumpur, a
mixed development comprising of high-rise apartments, shop houses, factories
and landed properties.

156
Under the Promoters' leadership, KIP group of companies has successfully
revived an abandoned mixed development project located in Sri Utara, Kuala
Lumpur, namely Kipark Sri Utara, consisting of residences (Taman Seri Utara),
offices (Menara KIP) and hotel (KIP Hotel), with a combined gross development
value of more than RM500.0 million.

He began his career in 1989 as a sales executive in MBf Property Services Sdn
Bhd where he was involved in the Kepong Sentral project and Rawang Industrial
Park development. He joined Tanco Properties Sdn Bhd in 1991 as a sales
manager, where he was involved in the sales and marketing of a development
known as Rawang Country Homes, a 200-acre mixed development of retail and
residential properties.

From 1993 to 1997, he was Executive Director of property development in Meda


group of companies. He contributed towards the success in the completion of the
Summit Square, Summit Parade, Summit City and Plaza Bukit Mertajam.

(iv) Datuk Mohamed Arsad bin Sehan was appointed to the Board as a Director on
20 April 2016.

Currently, he is the Executive Director of PureCircle Sdn Bhd, a member of the


PureCircie Limited Group, which is a producer and supplier of high purity
intensity natural sweeteners and flavours made from the stevia plant. He holds
various directorships in other companies namely as Independent Non-Executive
Director of SYF Resources Berhad since 2011 where he sits in the Audit
Committee and Nomination Committee. He is also a Senior Independent Non-
Executive Director of Bertam Alliance Berhad since 2014 and serves as the
Chairman of the Nomination Committee.

He has more than 30 years of working experience in banking and finance


institutions. Datuk Mohamed Arsad bin Sehan began his career with Bank
Kerjasama Rakyat Malaysia Berhad in 1978 as a bank officer. In Bank
Kerjasama Rakyat Malaysia Berhad, he held senior management positions,
including General Financing and Division Head of Planning and Corporate
Services.

He spent seven years as Managing Director and Chief Executive Officer in a


private limited company dealing in the manufacture and supply of standby power
systems, whilst on secondment from Bank Kerjasama Rakyat Malaysia Berhad.

He holds a Bachelor of Economics (Statistics) degree from the University of


Malaya.

(v) Foo Lee Khean was appointed to the Board as a Director on 18 May 2016

He is a SC licensed Investment Representative and a Director of Strategic


Capital Advisory Sdn Bhd., a company specialising in corporate finance.

He holds various directorships in other companies namely as Non-Independent


Non-Executive Chairman of Systech Berhad since 2011, Independent Non-
Executive Director of Kumpulan Jetson Berhad since 2010 and Senior
Independent Non-Executive Director of Kumpulan Jetson Berhad since 2013. He
also serves as an Independent Non-Executive Director where he is a member of
the Audit Committee, Nomination Committee, Remuneration Committee and the
Employees Share Option Scheme Committee in SYF Resources Berhad.

He is Independent Non-Executive Director of SMIS Corporation Berhad since


2007 and serves as the Chairman of the Audit and Risk Committee and
Nomination Committee. He is also a member of the Remuneration Committee.

157
He has 29 years of working experience in the accounting and finance sector,
starting with Coopers & Lybrand Malaysia in 1987 under the restructuring and
recovery department, before leaving as Senior Associate in 1989 to join
PriceWaterhouseCoopers ("PwC"), Singapore, also in the restructuring and
recovery department. He left PwC in 1990 to join Arthur Andersen, Singapore
before being transferred to Arthur Andersen, Malaysia in 1991 in the corporate
recovery and corporate finance division.

Whilst in Arthur Andersen, Malaysia, his responsibilities include handling forensic


audit, general receivership, mergers and acquisitions as well as corporate
finance activities such as initial public offerings, fund-raising exercises and debt
restructuring. Upon Arthur Andersen's merger with Ernst & Young in 2002, he
was appointed as the Director of Corporate Finance before leaving in 2005 to
join StrategiC Capital Advisory Sdn. Bhd.

Foo Lee Khean is a fellow member of the Malaysia Institute of Accountants as


well as the Chartered Institute of Management Accountants, United Kingdom.

6.4.2 Directorships of Directors of the Manager in other Management Companies

As at the Latest Practicable Date, none of the directors of the Manager hold directorships
in any other management companies, whereby for these purposes, management
company refers to a company by which or on whose behalf a unit of a unit trust scheme
or prescribed investment scheme-

(i) has been or is proposed to be issued or offered for subscription or purchase; or

(ii) in respect of which an invitation to subscribe or purchase has been made,

and includes any person for the time being exercising the functions of the management
company.

6.4.3 Role of the Board of Directors

The key roles of the Board are to:

(i) guide the corporate strategy and directions of the Manager (including acquisition
and divestment of the Deposited Property);

(ii) oversee the proper conduct of the Manager (including budgeting approval and all
other financial matters);

(iii) set the guidelines for internal controls;

(iv) ensure compliance with the Relevant Laws and Requirements;

(v) determine and approve the distribution amounts to Unitholders and payment of
Management Fees; and

(vi) evaluate and approve the acquisition and divestment of properties.

The Board comprises of five members. Each director of the Manager has been appointed
on the basis of his professional experience and ability to contribute to the proper
guidance of KIP REIT.

The Board will have in place a set of internal controls which set out certain approval limits
to facilitate operational efficiency as well as arrangements in relation to cheque
Signatories. In addition, sub-limits are also delegated to various management levels to
facilitate operational efficiency.

158
Changes to regulations and accounting standards are monitored closely by the Audit and
Risk Management Committee. To keep pace with regulatory changes, where these
changes have an important bearing on the Manager's or its directors' disclosure
obligations, the directors of the Manager will be briefed either during Board meetings or
at specially convened sessions involving relevant professionals.

The lVIanagement also provides the Board with complete and adequate information in a
timely manner through regular updates on financial results, market trends and business
developments.

At least one-third of the directors of the Manager are non-executive and independent.
This enables the management to benefit from their external, diverse and objective
perspective on issues that are brought before the Board to facilitate the making of
informed and critical decisions. It would also enable the Board to interact and work with
the management through a robust exchange of ideas and views to help shape the
strategic process. This, together with clear identifiable roles of the Chairman and the
Chief Executive Officer, provides a healthy professional relationship between the Board
and the management, with clarity of roles and robust oversight as they deliberate on the
business activities of the Manager.

The positions of Chairman of the Board and Chief Executive Officer are separately held
by two persons in order to maintain an effective oversight and clear segregation of
duties. The Chairman of the Board is Dato' Syed Hussain bin Syed Husman, while the
Chief Executive Officer is Lim Han Gie.

There are clear and identifiable roles and responsibilities for the Chairman, the Managing
Director and the Chief Executive Officer of the Manager. This is to ensure an appropriate
balance of power and authority to facilitate effective oversight and clear segregation of
duties. The Chairman assumes responsibility for the management of the Board and
ensures that members of the Board and the management work together in a constructive
and respectful manner, and that the Board communicates effectively with the
management by engaging in constructive debate on strategies, business operations,
enterprise risk and other plans. The Managing Director as a representative of the Board,
together with the Chief Executive Officer is accountable to the Board to recommend
ideas and set strategic policies for KIP REIT. The Chief Executive Officer is responsible
for the implementation of Board policies and decisions and has full executive
responsibility over the business direction and the strategy implementation of KIP REIT,
including the day-to-day operational management of KIP REIT, execution of the agreed
business policies and direction set by the Board and of all operational decisions in
managing KIP REIT.

The Board has direct access to the advice and services of senior management and the
company secretary in furtherance of their duties. The Board may seek independent
professional advice on any matter connected with the discharge of its responsibilities as
it may deem necessary and appropriate.

Audit and Risk Management Committee

The Audit and Risk Management Commitee was established to assist the Board in
assessing the risks and control environment, overseeing financial reporting, evaluation
the internal and external audit process as well as reviewing situations caused by conflicts
of interest and related party transactions of KIP REIT.

The Audit and Risk Management Commitee comprises Dato' Syed Hussain bin Syed
Husman, Datuk Mohamed Arsad bin Sehan and Foo Lee Khean. Foo Lee Khean will
assume the position of Chairman of the Audit and Risk Committee.

159
The key duties and responsibilities of the Audit and Risk Management Committee are:

(i) Risk Management and Internal Control

(a) review the adequacy and effectiveness of the risk management, internal
control system and management information system of KIP REIT;

(b) review the extent of compliance with established internal policies,


standard plan, procedures, law and regulations and observance of a
proper code of conduct; and

(c) advise the Board on risk policy matters including but not limited to
oversight of compliance with KIP REIT's risk management policy, review
and/or recommend changes to risk policies for Board approval.

(ii) Financial Reporting Review

Review the quarterly and annual financial statements prior to the approval by the
Board, focusing particularly on:

(a) any changes in or implementation of new accounting policies and


practices:

(b) significant adjustments arising from the audits;

(c) compliance with the applicable approved accounting standards, other


statutory and legal requirements; and

(d) the going concern assumption.

(iii) External Audit

(a) assess the performance and effectiveness of the external auditors and to
consider and make recommendations to the Board in relation to the
appointment, re-appointment and removal of KIP REIT's external
auditors;

(b) review with the external auditors the nature and scope of the audit plan
and audit reports;

(c) review and monitor the external auditors' independence, objectivity and
the effectiveness of the audit process and their services, including non-
audit services; and

(d) review external auditors' findings arising from audits, particularly any
comments and responses in management letters as well as the
assistance given by the employees of the Manager in order to be
satisfied that appropriate action is being taken.

(iv) Internal Audit

(a) review the adequacy of the scope, functions, independence, competency


and resources of the internal audit function and that it has the necessary
authority to carry out its work;

(b) evaluate the adequacy, efficiency and effectiveness of the internal


controls and the appropriateness of the accounting policies adopted by
KIP REIT; and

(c) review internal audit programmes and findings arising from audits and
the performance of the internal audit function and report to the Board
when necessary.

160
(v) Conflicts of Interest Situations and Related Party Transactions

(a) review any related party transaction and conflict of interests situation that
may arise within the Manager and/or KIP REIT including any transaction,
procedure or course of conduct that raises questions of management
integrity; and

(b) ensure that the Manager has clear lines drawn with respect to the use of
the assets of the Manager and KIP REIT and related party transactions.

Nomination Committee

The Nomination Committee was established to assist the Board in assessing and
recommending to the Board suitable candidates to act as directors of the Manager.

The Nomination Committee comprises Dato' Syed Hussain bin Syed Husman, Datuk
Mohamed Arsad bin Sehan and Foo Lee Khean. Datuk Mohamed Arsad bin Sehan will
assume the position as Chairman of the Nomination Committee.

The key duties and responsibilities of the Nomination Committee are as follows:

(i) to carry out annual performance assessment on the Board as a whole including
the performance and contribution of each director and to ensure that the Board
has the optimal mix of qualification, skills, experience and other qualities;

(ii) to review the succession plans for directors and other key executive officers to
ensure that an appropriate balance of skills and experience for KIP REITs
business to be maintained;

(iii) to assess and recommend to the Board, the independent directors' potentiality in
the event of retaining an independent director after serving in that capacity for a
cumulative term of nine (9) years; and

(iv) to review and recommend suitable training programmes for the Board members
including board induction and training for new directors.

Remuneration Committee

The Remuneration Committee was established to assist the Board in establishing a


formal and transparent remuneration policy or framework for directors, senior and key
management personnel.

The Remuneration Committee comprises Dato' Syed Hussain bin Syed Husman, Dato'
Chew Lak Seong and Datuk Mohamed Arsad bin Sehan. Dato' Syed Hussain bin Syed
Husman will assume the position as Chairman of the Remuneration Committee.

The key duties and responsibilities of the Remuneration Committee are as follows:

(i) to recommend the remuneration framework for directors as well as the


remuneration packages of the Chief Executive Officer, Executive Directors and
senior and key management positions such as Chief Financial Officer, Chief
Operating Officer and Assistant General Manager;

(ii) to review the performance of and recommend to the Board for approving the
annual total remuneration packages of individual executive directors and key
management;

(iii) to review and recommend the remuneration of non-executive directors to the


Board;

161
(iv) to formulate and review the said remuneration packages with the aim of
attracting, retaining and motivating individuals of the highest calibre which are
required to manage the business of KIP REIT and uphold Unitholders' interest;
and

(v) to review and make recommendations on any other matters related to


remuneration referred by the Board from time to time.

6.5 MANAGEMENT TEAM OF THE MANAGER

The executive officers of the l\IIanager are entrusted with the responsibility for the daily
operations of the Manager. The following table sets forth information regarding the executive
officers of the Manager:

Name Nationality Position


Lim Han Gie Malaysian Chief Executive Officer
Chan Heng Wah Malaysian Chief Financial Officer
Mohd Nizam Bin Hj Abd Hamid Malaysian Assistant General Manager, Advertising,
Promotion, Leasing and Marketing
Vee Sieow Teng Malaysian Senior Manager, Corporate Finance
Lee Yit Siong Malaysian Manager, Legal and Compliance

6.5.1 Expertise and Experience of Executive Officers

Information on the working experience of the executive officers of the Manager is set out
below:

(i) Lim Han Gie, Chief Executive Officer

He has 30 years of working experience in the field of architecture, project


management, property development, and retail leasing management.

He began his career as an assistant architect in 1985 in an architecture firm


based in Penang and Singapore. He joined MBf Property Services Sdn Bhd, as
Project Manager in 1989, before leaving as Executive Vice President in 1999. He
oversaw feasibility studies and project management of mixed housing, shopping
centre, hotels, apartments and office building in various locations in Johor ,
Penang and Kuala Lumpur.

Prior to joining the KIP group of companies, he joined Macquarie (HK) Property
Services Ltd from 1999 to 2000 as General Manager, overseeing housing
developments in Shanghai.

In 2001, he joined the KIP group of companies as the general manager


overseeing the property development projects and the operations of KiP Marts in
Malaysia's southern region. He is also actively involved in project management
and development, with an emphasis on community-centric and neighbourhood
shopping centres. He was involved in the implementation of the KiP Mart
business model and has led the introduction of three KiP Marts which are located
in Tampoi, Kota Tinggi and Masai, all located in Johor. He was also involved in
the formation of KIP REIT.

He holds a Bachelors Degree in Architecture and a Master of Business


Administration degree, both from the National University of Singapore.

162
(ii) Chan Heng Wah, Chief Financial Officer

He has more than 30 years of financial exposure in corporate planning, taxation,


treasury, finance, accounting, stand-alone credit card operations, timesharing,
resort management, business operations management and property
development.

He started his career with BATA (Malaysia) Bhd in 1975 as an Accounts


Executive and moved to Tan & Tan Development Sdn. Bhd. in 1980 as an
Accounts Executive. He joined MBf Card Services Sdn. Bhd. in 1987 as an
Assistant Accountant and was subsequently promoted to Senior Manager. He
was seconded to Hong Kong in 1995 as a Senior Manager- Finance and was
eventually promoted to Assistant Vice President for overseas operation finance.
His responsibilities include overseeing the financial management of credit card
operations and property investment.

He returned to Malaysia in 2003 to join Leisure Holidays Bhd, a subsidiary of MBf


Corporation Bhd as the Chief Operating Officer and was transferred to MBf
Corporation Bhd later as the Group Financial Controller from 2004 until 2007.

He was the Group Financial Controller of the KIP group of companies since
2007, overseeing the group's treasury and financial management, IT, human
resources and administration divisions. He was involved in the finance,
operations and property investment functions for the KIP group of companies. He
was also involved in the formation of KIP REIT.

He holds a Master of Business Administration (MBA) in Finance and


Accountancy from Newport University specialising in Total Quality Management,
and is an associate member of the Canadian Chartered Institute of Finance &
Accountancy.

(iii) lVIohd Nizam Bin Hj. Abd. Hamid, Assistant General Manager, Advertising,
Promotion, Leasing and Marketing

He started his career as an Advertising Executive with Cerah Ilham Advertising


Sdn Bhd from 2000 to 2001. He then moved to GIANT Cash & Carry
hypermarket from 2001 until 2003 as an Advertising and Promotions Assistant.
He joined the KIP group of companies in 2003 as a Marketing and Advertising
Executive, and was promoted to Senior Marketing Executive in 2005.

He was the Assistant General Manager of advertising, promotion, leasing and


marketing of the KIP group of companies, where he was responsible for,
amongst others, sourcing for prospective tenants for the KiP Marts, introducing
pOlicies and procedures to increase, improve, and maximise tenant occupancy of
the KiP Marts and overseeing all advertising and promotion planning, budgeting,
leasing and marketing activities of the KiP Marts.

He holds a Diploma in Architecture from Petaling Jaya Community College.

(iv) Yee Sieow Teng, Senior Manager, Corporate Finance

She is a Chartered Accountant and has 12 years of experience in accounts,


finance and audit in various industries, including property development, trading,
manufacturing, construction, hotel, and travel and tour services.

She started her career with an audit and accounting firm, Messrs. Yuen Tang &
Co in 2003 as Audit Assistant and promoted to Senior Audit Supervisor. She
moved to Messrs. SJ Grant Thornton as Audit Senior in 2008 and Leslie Yap &
Co as Audit Manager in 2009.

She joined the KIP group of companies in 2012 as Manager-Corporate Finance


and Audit Compliance where she is responsible for setting up audit plans and

163
identifying audit objectives for the KIP group of companies, performing internal
audit reviews and producing audit reports on KiP Marts, and financial review and
analysis, budgeting and planning for KiP Marts. She was also involved in the
formation of KIP REIT.

She holds a professional qualification from the Association of Chartered Certified


Accountants and is a member of the Malaysian Institute of Accountants.

(v) Lee Vit Siong, Manager, Legal and Compliance

He was called to the Bar as an Advocate and Solicitor of Malaya in 2001 when
he began his career as a Legal Assistant in the Litigation/Conveyancing
department of Messrs. J.C. Leong & Saw. In 2004, he joined Messrs. Thomas
Philip and practised in the areas of banking litigation, industrial relations and
labour office matters.

In 2005, he joined Messrs. Jeff Leong, Poon & Wong as a Legal Assistant and
was involved in corporate and legal advisory work. Subsequently, between 2008
and 2009, he joined Messrs. Adnan Sundra & Low as a Senior Legal Assistant.
His work scope included representing various banking and financial institutions in
legal suits, as well as advising private debt securities holders and bondholders in
respect of debt recovery and litigation matters. He subsequently joined The Store
as the Head of Legal in 2010 and was responsible for their legal affairs.

He joined the KIP group of companies in 2015 as Legal Manager, where his role
included advising on all legal matters, managing the legal department, providing
legal advisory services and ensuring effective management of legal and
contractual risks.

He holds a law degree from the University of London and a Certificate in Legal
Practice (CLP) from the Legal Profession Qualifying Board, Malaysia and is a
former member of the Bar Council of Malaysia.

6.5.2 Roles of the Executive Officers of the Manager

The Chief Executive Officer performs the following roles:

(i) oversee the day-to-day operational management of KIP REIT;

(ii) be responsible for proposing and working with the Board to determine the overall
business, investment and operational strategies or policies for KIP REIT;

(iii) be responsible for reporting to the Board in respect of the results, financial
information, potential investment opportunities, status of the implementation of
policies, strategies and decisions;

(iv) be responsible for working with the other members of the management team as
well as the Property Manager to ensure that the business, investment and
operational strategies of KIP REIT are implemented in accordance with the
Manager's stated investment strategy and also in accordance with the Deed, SC
Act and Guidelines on REITs including all other applicable laws, requirements
and guidelines;

(v) be responsible for planning the future strategic development of KIP REIT in
accordance with the stated operational and investment objectives of KIP REIT;

(vi) be responsible for the adoption and effective implementation of policies and/or
procedures for the effective communication with, and appropriate disclosure to
unitholders. other stakeholders and the access to relevant information about the
REIT as a publicly listed entity; and

(vii) be responsible for formulating business and/or operational plans and strategies
for properties with short, medium and long-term objectives, and with a view to

164
maximising the rental income of KIP REIT via proactive asset management that
includes asset enhancement initiatives and refinement of tenancy mix.

The Chief Financial Officer performs the following roles:

(i) work with the Chief Executive Officer and the other team members of the
Manager's team to formulate strategic plans for KIP REIT in accordance with
the Manager's stated investment strategy;

(ii) be responsible for applying the appropriate capital management strategy,


including tax and treasury matters, as well as finance and accounting matters,
overseeing implementation of KIP REIT's short and medium-term business
plans and cash and funding management activities;

(iii) be responsible for the preparation of all relevant financial reporting (including
interim reporting) required under relevant regulatory requirements, including but
not limited to the Relevant Laws and Requirements;

(iv) be responsible for identifying, researching and evaluating potential acquisitions


and related investments with a view to enhance and optimise the value of KIP
REIT's portfolio, or divestments where a property is no longer strategic, fails to
enhance the value of KIP REIT's portfolio or fails to be yield accretive;

(v) ensuring that investments are in line with KIP REIT's investment policy,
objective and strategies;

(vi) ensuring completion of acquisitions and financing arrangements;

(vii) overseeing the acquisition/divestment process of any such investments by the


REIT, including being responsible for the due diligence process of such
investments/divestments, and the recommendation of the appointment of any
external parties or professionals required;

(viii) develop financial models including undertaking detailed analysis to test the
financial impact of different courses of action and to report performance of the
REIT's existing and new investments; and

(ix) maintaining continuous disclosure and communication to the unitholders, the


public and potential investors.

The Advertising, Promotion, Leasing and Marketing Assistant General Manager


performs the following roles:

(i) lead a team covering leasing, operations and marketing for KIP REIT to oversee
and review the performance of the Property Manager;

Oi) work closely with the Property Manager to implement KIP REIT's strategies to
maximise the income generation potential and minimise the expense base of
the properties without compromising its marketability, and to improve the overall
management, operations and attractiveness of the Subject Properties; and

(iii) work closely with the Property Manager to implement KIP REIT's leasing
strategies for the properties and to actively engage existing tenants in order to
improve rentals.

The Legal and Compliance Manager performs the following roles:

(i) be responsible for advising and monitoring the internal corporate governance
policies and operations of KIP REIT to ensure that there are no breaches of the
covenants of the Deed and any other contracts/agreements entered into by KIP
REIT with third parties;

165
(Ii) be responsible for advising and monitoring compliance with the Relevant Laws
and Requirements governing the REIT, the property portfolio and the REIT's
listing on the Main Market.

(iii) report directly to the Board of Directors of the Manager on specific compliance
matters; and

(iv) oversee the preparation of legal documents in relation to property acquisition,


disposal, tenancy, leasing and borrowings, including any other relevant legal
documentation required by the REIT and/or its property portfolio.

6~ MANAGEMENT FEES
6.6.1 Details of the Management Fees

The Manager may elect to receive the Management Fee in cash or Units or a
combination of cash and Units (as it may in its sole discretion determine). The Manager
is entitled under the Deed to the following Management Fees (exclusive of GST, if any):

(i) Base Fee

Up to 1.0% per annum of the Total Asset Value of KIP REIT (excluding cash and
bank balances) in the relevant financial year.

The Manager intends to charge a Base Fee of 0.4% and 0.5% per annum of the
Total Asset Value of KIP REIT (excluding cash and bank balances) for the
Forecast Period 2017 and Forecast Year 2018.

(ii) Performance Fee

Up to 5.0% per annum of the Net Property Income of KIP REIT in the relevant
financial year.

The Manager intends to charge a Performance Fee of 1.0% per annum of the
Net Property Income of KIP REIT for the Forecast Period 2017 and Forecast
Year 2018.

(iii) Acquisition Fee

1.0% of each of the following as is applicable (subject to there being no double-


counting):

(a) in relation to an acquisition (whether directly or indirectly through the


Trustee or one or more SPV of KIP REIT) of any Real Estate or Real
Estate-Related Assets, the transaction value (being the total purchase
price) of any Real Estate or any Real Estate-Related Assets purchased
by KIP REIT or its SPV (pro-rated, if applicable, to the proportion of KIP
REIT's interest); or

(b) in relation to an acquisition (whether directly or indirectly through one or


more SPV of KIP REIT) of any SPV or holding entities which holds Real
Estate, the underlying value of any Real Estate (pro-rated, if applicable,
to the proportion of KI P REIT's interest).

Any payment to third party agents or brokers in connection with the acquisition of
any Real Estate and Real Estate-Related Assets for KIP REIT shall not be paid
by the Manager out of the acquisition fee received or to be received by the
Manager (but shall be borne by KIP REIT).

166
The Acquisition Fee is payable with respect to all transactions (which includes
related party and non-related party transactions), including acquisitions from the
Promoters.

For the avoidance of doubt, no Acquisition Fee is payable with respect to the
acquisition of the Subject Properties in connection with the Listing.

(iv) Divestment Fee

0.5% of each of the following as is applicable (subject to there being no double-


counting):

(a) in relation to a disposal (whether directly or indirectly through the Trustee


or one or more SPY of KIP REIT) of any Real Estate or Real Estate-
Related Assets, the transaction value (being the total sale price) of any
Real Estate or Real Estate-Related Assets disposed of by KIP REIT or
its SPY (pro-rated, if applicable, to the proportion of KIP REIT's interest);
or

(b) in relation to a disposal (whether directly or indirectly through one or


more Spy of KIP REIT) of any Spy or holding entities which holds Real
Estate, the underlying value of any Real Estate (pro-rated, if applicable,
to the proportion of KIP REIT's interest).

Any payment to third party agents or brokers in connection with the sale or
divestment of any Real Estate and Real Estate-Related Assets for KIP REIT
shall not be paid by the Manager out of the divestment fee received or to be
received by the Manager (but shall be borne by KIP REIT).

The Divestment Fee is payable with respect to all transactions (which includes
related party and non-related party transactions), including divestments to the
Promoters, as well as for compulsory acquisitions.

The Management Fee should not be higher than that disclosed above in this Section 6.6
"Management Fees" unless:

(a) the Manager has notified the Trustee in writing of the new higher rate and the
Trustee consents to the same;

(b) the Manager has announced to Bursa Securities of the higher fee rate and its
effective date; and

(c) 90 days has elapsed from the date of this Prospectus.

The Management Fee as disclosed in this section may only be varied upwards (from that
stated in this Section 6.6 "Management Fees") with the prior approval of the Unitholders
obtained by way of a majority resolution (or such other majority as may be required under
the REIT Guidelines from time to time) and shall be effected by way of a supplemental
deed in accordance with the requirements of the CMSA.

Based on the Profit Forecast, the Management Fee estimated for the Forecast Period
2017 and Forecast Year 2018 amounts to approximately RM1.8 million and RM3.3
million, respectively which was computed based on a base fee of 0.4% and 0.5% per
annum of the Total Asset Value of KIP REIT (excluding cash and bank balances) and a
performance fee of 1.0% per annum of the NPI for the Forecast Period 2017 and
Forecast Year 2018.

167
The Management Fee is payable to the Manager in cash, new Units or a combination
thereof as the Manager may elect. Any payment of the Management Fee in cash must be
paid within seven days of (i) in respect of the Base Fee and Performance Fee, the
announcement of the relevant quarterly financial reports; or (ii) in respect of the
Acquisition Fee and Divestment Fee, the completion of the relevant acquisition or
divestment (collectively, "Trigger Events"). Any payment of the Management Fee in new
Units must be paid as soon as practicable after obtaining Bursa Securities' approval for
the listing of and quotation for the said Units. Where such approval cannot be obtained,
the payment of the Management Fee will be paid in cash.

The Manager will ensure that the payment of the Management Fee in the form of new
Units does not result in a conflict of interest by taking the following steps:

(a) The payment of the Management Fee in the form of new Units will be in
accordance with the following formula:

New Units to be issued as payment Management Fee payable in Units


=
of the Management Fee Market Price

where the Market Price is the volume weighted average market price of the Units
for the last five Market Days preceding each Trigger Event.With reference to any
Books Closing Date, where the Trigger Event is before but the issuance of the
new Units relating to such Trigger Event is after the said Books Closing Date, the
Market Price will be further adjusted for the entitlement relating to such Books
Closing Date; and

(b) The Manager will make immediate announcements to Bursa Securities


disclosing the number of new Units issued and the issue price of the new Units
when new Units are issued as payment for the Management Fee. Payment of the
Management Fees in Units shall be subject to KIP REIT complying with the
public spread requirements under the Listing Requirements and there being no
adverse implications under the Take-Over Code incorporated.

6.6.2 Illustration of the Management Fee Payable

To illustrate the Management Fee payable in any particular financial year (other than for
financial period ending 30 June 2017and FY2018, the following scenarios for KIP REIT's
financial position and performance as well as acquisition and divestment activities are
assumed:

Total Asset Value as at the RM580.0 million


end of the current FY

NPI for the current FY RM45.0 million

Acquisition activities Acquisition 1: Acquisition of a Real Estate for a purchase


during the FY consideration of RM100.0 million.

Acquisition 2: Acquisition of an SPY, which holds a Real


Estate valued at RM100.0 million (by an independent valuer)
and has borrowings of RM60.0 million, for a purchase
consideration of RM40.0 million.

Divestment activities Divestment 1: Divestment of a Real Estate for a sale


during the FY consideration of RM100.0 million.

Divestment 2: Divestment of an SPY, which holds a Real


Estate valued at RM100.0 million (by an independent valuer)
and has borrowings of RM60.0 million, for a sale consideration
of RM40.0 million.

168
Based on the above, the Management Fees payable by KIP REIT are illustrated on the
two following scenarios as set out in the table below:

Base Case Assuming Management Fee is charged at the rate in line with the
assumptions for the Profit Forecasts (see Section 4.5.3.3 "Management
Fee" of this Prospectus for further details)

Maximum Case Assuming Management Fee is charged at the maximum rate provided
for under the Deed

Base Case Maximum Case


Base Fee 0.4% of Total Asset Value 1.0% of Total Asset Value
= 0.4% of RM580.0 million = 1.0% of RM580.0 million
= RM2.3 million =RM5.8 million
Performance Fee 1.0% of NPI 5.0% ofNPI
= 1.0% of RM45.0 million = 5.0% of RM45.0 million
= RMO.5 million =RM2.3 million
Acquisition Fee Acquisition 1: 1.0% of transaction value (being the total purchase price)
= 1.0% of RM100.0 million
= RM1.0 million

Acquisition 2: 1.0% of underlying value


= 1.0% of RM1 00.0 million
= RM1.0 million

Divestment Fee Divestment 1: 0.5% of transaction value (being the total sale price)
= 0.5% of RM100.0 million
= RMO.5 million

Divestment 2: 0.5% of underlying value


= 0.5% of RM100.0 million
=RMO.5 million
Apart from the event driven fees (being the Acquisition Fee and the Divestment Fee), the
aggregate annual Management Fee (being the Base Fee and Performance Fee) and its
proportion as a percentage of NPI based on the illustrations above are RM2.8 million
(6.2% of NPI) and RM8.1 million (18.0% of NPI) for the Base Case and Maximum Case,
respectively.

6.7 OUTSOURCING OF THE REGISTRAR FUNCTION

The SC has been notified of the outsourcing of the registrar function by the Manager to
Symphony Share Registrars Sdn Bhd.

The Manager has entered into a service agreement with Symphony Share Registrars Sdn Bhd to
delegate the function of registrar to Symphony Share Registrars Sdn Bhd.

Symphony Share Registrars Sdn Bhd was incorporated in Malaysia under the Act on 7 March
1996 and assumed its present name from Scans Registration Services Sdn Bhd on 26 June
2004. As at the Latest Practicable Date, the authorised share capital of Symphony Share
Registrars Sdn Bhd is RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00
each, of which 2,550,000 are issued and fully paid-up.

The principal services to be provided by the Registrar shall comprise, among others, the
following:

(i) maintenance and update of the Principal Register of Unitholders and providing the public
access to the same in compliance with the CMSA, SICDA and/or any other relevant laws
and in accordance with the provisions in the Deed;

169
(ii) attending to relevant correspondences and enquiries from the Unitholders and any other
interested parties pertaining to the Principal Register which include changes of names
and addresses, distribution statements, unclaimed moneys, registration of powers of
attorneys, letters of administration, grant of probate, indemnities, court orders and any
other matters ancillary thereto;

(iii) processing and issuing of Global Certificate to the Bursa Depository pursuant to bonus
issue, rights issue and other corporate exercise subject to the satisfaction of the
requirements of Bursa Securities (if applicable);

(iv) preparing, sealing, signing, auditing and despatching duly registered Global Certificates
to Bursa Depository;

(v) preparing, signing and despatching of distribution to unitholders and reconciling the
distribution accounts unless surrendered to the Registrar of Unclaimed Moneys in
accordance with the Unclaimed Moneys Act 1965 (if applicable);

(vi) auditing of all transfers, cancelled certificates, duly issued certificates (if applicable) and
distribution payment warrants;

(vii) providing list of names and printing of address labels for the purposes of mailing the
notices, circulars, documents and annual reports to Unitholders;

(viii) liaising with the Bursa Depository to facilitate depositing of Units, access to the Record of
Depositors, statistics for Unitholders' information and for the purposes of the Unitholders'
meeting or any other corporate actions, in compliance with SICDA;

(ix) providing information to the Bursa Depository of the relevant dates for books closure and
payment;

(x) obtaining from Bursa Depository the list of Unitholders entitled to distribution;

(xi) providing statistic reports or detailed Unitholders' information for annual report disclosure
and as may be required by the Manager or the relevant authorities on a regular basis or
upon receipt of a written request, which shall include the following:

(a) analysiS of Unitholders by size and type;

(b) list of thirty largest Unitholders;

(xii) preparing distribution master list, bonus master list, rights issue master list, list of major
Unitholders, analYSis of Unitholders and distribution in terms of size of unitholdings and
percentage, unit capital ownership analysis and any other lists which are not specifically
mentioned herein which is/are required by the Manager;

(xiii) providing services for other corporate exercises, (bonus issue/rights issues and
distribution payment), which shall include the provision of information on the following:

(a) entitlement list;

(b) excess applicants list; and

(c) successful allotment list.

(xiv) maintenance of records, books and documents for the time period in accordance with the
provisions as stipulated in the Relevant Laws and Requirements;

(xv) acting as advisor to the Manager on all matters in relation to Bursa Depository or SICDA
and be the official link between Bursa Depository and the Manager;

(xvi) performing registration formalities on consolidation and splitting of Global Certificates


received from Bursa Depository;

170
(xvii) processing issue of new Units including computation and allotment, verification of data
for crediting into the respective CDS accounts and the subsequent dispatching of new
Global Certificates to Bursa Depository, notices of allotment and relevant confirmation
letter(s) to the Unitholders; and

(xviii) preparing for and handling the registration for Unitholders' meeting which includes the
following:

(a) handling registration of Unitholders for meeting purposes; and

(b) handling lodgment and processing of proxy forms received up to providing the
analysis of voting instruction based on proxy forms received.

Notwithstanding the above, the services of the Registrar are not intended, in anyway, to diminish
the responsibilities of the Manager. The Registrar function is the responsibility of the Manager,

6.8 OUTSOURCING OF THE INTERNAL AUDIT FUNCTION

The SC has been notified the outsourcing of the internal audit function by the Manager to Audex .

Audex was incorporated in Malaysia under the Act on 17 September 1998 and assumed its
present name from HMP Consultants Sdn Bhd on 27 August 2002. As at the Latest Practicable
Date, the authorised share capital of Audex is RM100,000.00 comprising 100,000 ordinary
shares of RM1.00 each, of which 100,000 are issued and fully paid-up. Audex is principally
involved in the provision of internal audit services, corporate governance advisory, risk
management consulting services and general consulting.

The Manager has entered into a service agreement with Audex to delegate the function of
internal auditor to Audex.

The principal services to be provided by Audex shall comprise, amongst others, the following:

(i) developing an internal audit plan;

(ii) conducting an annual internal control review covering key business processes, including
but not limited to, procurement and payment of property operating expenses and
property enhancement services, tenancy management, collection of rentals, acquisition
and divestment of investment properties and fund management activities;

(iii) presenting the findings on internal control reviews to the board as and when required;
and

(iv) conducting a follow-up review to report on the status of implementation of management


action plans arising from the internal control review conducted, as necessary.

Notwithstanding the above, the primary obligation, accountability and responsibility with regards
to the scope of internal audit services shall remain with the Board and the Manager at all times.

The Manager shall ensure that the internal audit function implemented is an audit approach for
KIP REIT which is guided by the International Professional Practice Framework of the Institute of
Internal Auditors Malaysia.

171
6.9 OUTSOURCING OF COMPANY SECRETARIAL FUNCTION

The Manager has entered into a service agreement with CECS to delegate the function of
company secretarial services to CECS.

CECS was incorporated in Malaysia under the Act on 22 April 2008. As at the Latest Practicable
Date, the authorised share capital of CECS is RM100,000.00 comprising 100,000 ordinary
shares of RM 1.00 each, of which 100 are issued and fully paid-up.

The principal services to be provided by CECS shall comprise, amongst others, the following:

(i) preparation and submission of return forms under the Act to the Companies Commission
of Malaysia

(ii) proper maintenance of statutory books;

(iii) transmissions/submission of corporate announcements/replies to Bursa Securities


electronically vide "BURSA LINK", if so required;

(iv) drafting of all necessary notices, directors' resolutions, minutes of directors' meetings
and shareholders' meetings and relevant documents under the direction and instruction
of the Board;

(v) attending meetings of directors/extraordinary general meetings and any other meetings
of the Manager, if so required;

(vi) preparation of Board papers for directors' meetings or any other meetings, if so required.

(vii) providing certification of documents or statutory returns; and

(viii) providing advisory services on matters relating to the statutory requirements as


prescribed under the various statutes, the latest updates on legislative changes and such
other matters relating to good corporate and secretarial practices and grant, licence and
economic status applications.

Notwithstanding the above, the services of CECS are not intended, in anyway, to diminish the
responsibilities of the Manager. The company secretarial function is the responsibility of the
Manager.

172
6.10 UNITHOLDINGS OF THE PROMOTERS, SliBSTANTIAL SHAREHOLDERS, DIRECTORS
AND KEY MANAGEMENT PERSONNEL OF THE MANAGER IN KIP REIT

KIP REIT was established on 4 November 2016. Prior to the Acquisitions and Offering, the
substantial shareholders, directors and key management personnel of the Manager will not hold
any Units, direct and/or indirect, in KIP REIT. The expected Unitholding of the said parties after
the Acquisitions and Offering are set out in the table below:

Direct Indirect
No. of Units % No. of Units %
PromoterslSubstantial
Shareholders(1)
Dato' Chew Lak Seong 727.000 0.1 271,300,000(2) 53.7
Dato' Ong Kook Liong 727,000 0.1 271,300,000(2) 53.7
Directors(1)
Dato' Syed Hussain bin Syed 60,000 *
Husman
Dato' Chew Lak Seong 727,000 0.1 271,300,000(2) 53.7
Dato' Ong Kook Liong 727,000 0.1 271,300,000(2) 53.7
Datuk Mohamed Arsad bin Sehan 60,000 *
Foo Lee Khean 60,000 *
Key Management Personnel(1)
Lim Han Gie 200,000 *
Chan Heng Wah 125,000 *
Mohd Nizam B. Hj. A. Hamid 40,000 *
Yee Sieow Teng 15,000 *
Lee Yit Siong 5,000 *

Notes:
(1)
Assuming full subscription of their respective entitlements to the Units pursuant to the preferential
allocation under the Retail Offering.
(2)
Applying a similar concept to "deemed interest" pursuant to Section 6A(4) of the Act by virtue of (i)
his interest in the Vendors, to which Consideration Units are to be issued pursuant to the
Acquisitions and (N) his spouse and child's interests (assuming full subscription of their respective
entitlements to the Units pursuant to the preferential allocation under the Retail Offering).

* Negligible

Save as disclosed in the table above, the substantial shareholders, directors and key
management personnel of the Manager will not have any indirect unitholdings in KIP REIT upon
Listing.

6.11 RETIREMENT, REMOVAL AND REPLACEMENT OF THE MANAGER

6.11.1 Retirement

The Manager may retire upon giving six months' written notice to the Trustee (or such
shorter period as may be agreed upon with the Trustee) and then the Trustee shall then
appoint in writing any other corporation as the management company in its stead subject
to the approval of the SC.

173
6.11.2 Removal and Replacement

The Trustee may take all reasonable steps to remove the Manager from its appointment
under the following circumstances where the Manager:

(i) ceases to exist;

(ii) was not validly appointed;

(iii) ceases to be eligible to act as a management company pursuant to the CMSA or


its appointment to act as the management company of KIP REIT is revoked by
the SC;

(iv) fails or refuses to act as Manager in accordance with the material provisions or
covenants of the Deed or the provisions of the CMSA;

(v) has a receiver appointed over the whole or a substantial part of its assets or
undertaking and the Manager has not ceased to act under the appointment, or a
petition is presented for the winding up of the Manager (other than for the
purpose of and followed by a reconstruction, unless during or following such
reconstruction the Manager becomes or is declared to be insolvent);

(vi) is under investigation for conduct amounting to fraud or of similar serious nature
being a contravention of the Act or any securities law and is found guilty by the
Courts in Malaysia of such offence as charged;

(vii) is required to be removed by the SC or is required to be removed pursuant to the


provisions of the REIT Guidelines; or

(viii) is required to be removed by the Unitholders by way of a Special Resolution (or


otherwise in accordance with the requirements of the REIT Guidelines) passed at
a meeting of Unitholders convened for that purpose on the grounds that the
Manager is in breach of its obligations under the Deed and the lVIanager has
failed to remedy the breach despite the request from the Trustee.

The Trustee may then appoint a replacement management company which is eligible to
act as a management company under the CMSA and which has been approved by the
SC. Without prejudice to the Trustee's right to appoint a replacement management
company, the Manager shall have the right to nominate a new management company
(which is eligible to be appointed to act as management company under the CMSA)
which shall not be a related corporation or an associated person of the Manager, within
14 days of its removal for consideration by the Trustee.

6.12 RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST

The Deed states that the Manager, the Trustee and any delegates of either of them shall avoid
conflicts of interest arising or, if conflicts arise, shall ensure that KIP REIT is not disadvantaged
by the transaction concerned. The Manager must not make improper use of its position in
managing KIP REIT to gain, directly or indirectly, an advantage for itself or for any other person
or to cause detriment to the interest of Unitholders.

The directors of the Manager are under a fiduciary duty towards KIP REIT to act in the best
interest of KIP REIT. In addition, the Executive and Non-Executive Directors (including Chief
Executive Officer) and the executive officers of the Manager are expected to act with honesty
and integrity at all times.

Under the Deed, the Related Parties of the Manager (as defined in the Deed) may hold Units.
Unless otherwise permitted by the SC, Related Parties of the Manager shall not have voting
rights in respect of the Units held and shall not be counted in a quorum at any Unitholders'
meeting, if they have interest in the outcome of the transaction tabled for approval at the meeting
which is different from the interest of other Unitholders.

174
Please refer to Section 11 "Corporate Governance, Related Party Transactions and Conflicts of
Interest" of this Prospectus for further details on conflicts of interest and related party
transactions.

6.13 CORPORATE GOVERNANCE

Please refer to Section 11 "Corporate Governance, Related Party Transactions and Conflicts of
Interest" of this Prospectus.

6.14 MATERIAL LITIGATION AND ARBITRATION

As at the Latest Practicable Date, the Manager is not engaged in any material litigation and
arbitration, either as plaintiff or defendant which has a material effect on its financial position and
its directors do not know of any proceedings, pending or threatened, or of any facts likely to give
rise to any proceedings which might materially and adversely affect its financial position or
business.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

175
7. BACKGROUND INFORMATION ON THE PROMOTERS

7.1 THE PROMOTERS

Please refer to Section 6.4 "Directors of the Manager" of this Prospectus for information on the
Promoters of KIP REIT.

7.2 UNITHOLDINGS OF THE PROMOTERS IN KIP REIT

Please refer to Section 6.10 "Unitholdings of the Promoters, Substantial Shareholders, Directors
and Key Management Personnel of the Manager in KI P REIT' of this Prospectus for information
on the unitholdings of the Promoters in KIP REIT before and after the Listing.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

176
8. THE TRUSTEE

The fotlowing information in this section (save where it relates to the Deed) has been prepared
and provided by the Trustee. None of the Manager, the Principal Adviser and any other person
has independently verified this information and, therefore, none of the Manager and the Principal
Adviser make any representation as to the correctness, accuracy or completeness of such
information. Accordingly, prospective investors should not place undue reliance on such
information.

8.1 CORPORATE IN FORMATION

Pacific Trustees Berhad was incorporated on 21 September 1994 under the Act and is registered
as a trust company under Section 4 of the Trust Companies Act 1949 on 29 September 1995
with its registered address at Unit A-9-8, 9th Floor, Megan Avenue 1, No. 189, Jalan Tun Razak,
Off Persiaran Hampshire, 50400 Kuala Lumpur. It is a duly registered bond trustee with the SC
and is also registered to act as trustee for unit trust funds and REITs. As at the Latest Practicable
Date, the authorised share capital of the Trustee was RM5,OOO,OOO.00 comprising 500,000
ordinary shares of RM10.00 each, paid up to RM5.00 each in accordance with Section 3(c) of the
Trust Companies Act 1949.

The principal activity of the Trustee is to offer a full range of trust services to both individuals and
corporations. The Trustee has been in the trustee business for more than 22 years. As at the
Latest Practicable Date, the Trustee's staff strength comprises 19 executive staff and four non-
executive staff.

The Trustee undertakes all types of trustee business allowed under the Trust Companies Act
1949, specialising in corporate trustee services which include acting as trustee for private debt
securities, unit trust funds, provident and retirement funds, golf clubs and timeshares,
stakeholders and REITs. As at the Latest Practicable Date, the Trustee is trustee for more than
120 private debt securities (bonds), asset backed securitisation and special purpose vehicles,
with a total bond issuance of approximately RM60.0 billion, 4 wholesale funds with approximate
aggregate fund size of RM168.0 million and is also the appointed trustee for an industrial asset
focused REIT with an asset size of approximately RM306.3 million as per the REIT's 2014
annual report.

8.2 BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE TRUSTEE

8.2.1 Board of Directors

The following table sets out information regarding the Board of Directors of the Trustee:

Name Directorship
Tan Sri Datuk Amar Steve Shim Lip Kiong Chairman (Independent/Non-Executive Director)
Wee Choo San Non-Independent/Non-Executive Director
Razak Bin Ahmad Independent/Non-Executive Director
Ong Kim Eng Non-Independent/Non Executive Director
Cheah Boon Hoe Managing Director (Non-Independent/Executive
Director)

8.2.2 Chief Executive Officer

Mr Chow Kah Wai (Richard Chow) joined Pacific Trustees Berhad as an Assistant
General Manager in February 2012 and he was promoted to the position of General
Manager on 1 March 2016. He is also currently the Officer in Charge assuming the role
and responsibilities of the Chief Executive Officer of the company. He graduated with a
Bachelor of Law (Honours) from University of Wales in 1986. He was admitted as a
Barrister to the Honourable Society of Lincoln's Inn, London in 1988 and was admitted
as an Advocate & Solicitor of the High Court of Malaya in 1989. He has substantial
experience in trust and probate, banking, commercial and industrial labour disputes
litigation and as well as in commercial arbitration.

177
Mr Richard Chow is also a legal advisor on both corporate and commercial matters and
has substantial experience in the preparation of trust, corporate and commercial
documentation. He has a strong analytical background, especially in financial analysis.
He had completed his post-graduate Masters in Business Administration (MBA) majoring
in Finance with the University of Hull, England in 1997.
He is conversant in the following areas of corporate trustee role/services/products as
follows:

(i) Private Debt Securities

(ii) Asset Backed Securitisation

(iii) Interest Schemes

(iv) Unit TrusUREITS

8.3 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

The Trustee's functions, duties and responsibilities are set out in the Deed. The general function,
duties and responsibility of the Trustee include, but are not limited to the following:

(i) at all times, through proper and adequate supervision, to safeguard the interests of the
Unitholders and actively monitor the administration of KIP REIT by the Manager to
ensure that the interests of Unitholders are upheld at all times;

(ii) to act continuously as Trustee under the trust created by the Deed until KIP REIT is
terminated as provided in the Deed or until the Trustee has retired from KIP REIT in the
manner provided in the Deed;

(iii) to ensure that KIP REIT has, at all times, an appointed Manager;

(iv) to ensure that the Manager does not make improper use of its position in managing KIP
REIT to gain, directly or indirectly, an advantage for itself or for any other person or to
cause detriment to the interest of the Unitholders of KIP REIT;

(v) to exercise all due care, skill, diligence and vigilance in carrying out its functions and
duties and in safeguarding the rights and interests of the Unitholders in accordance with
the Deed and the Relevant Laws and Requirements;

(vi) at all times, through proper and adequate supervision, to ensure that KIP REIT is
managed and administered by the Manager in accordance with KIP REITs objectives,
the Deed and the Relevant Laws and Requirements, and acceptable and efficacious
business practices within the real estate investment trust industry. In ensuring
compliance with the requirements and safeguarding the interests of the Unitholders, the
Trustee covenants to conduct independent reviews and not only depend on the
submission of information by the Manager. It also covenants to exercise reasonable
diligence in monitoring the function of the Manager in accordance with the provisions of
the Deed and to do everything in its power to ensure that the Manager remedies any
breach known to the Trustee of the provisions or covenants of the Deed, unless the
Trustee is satisfied that the breach will not materially prejudice the Unitholders' interests;

(vii) to immediately notify SC of any irregularity, breach of the Deed, the Relevant Laws and
Requirements or any other matter properly regarded by the Trustee as not being in the
interests of Unitholders; and

(viii) to take all reasonable steps and exercise due diligence to ensure that the Deposited
Property are correctly valued and valued by the qualified valuer in accordance with the
provisions of the Deed and the Relevant Laws and Requirements.

178
8.4 FINANCIAL INFORMATION OF THE TRUSTEE

The following is a summary of the Trustee's past audited financial performance for the past three
financial years ended 31 December.

Year Ended 31 December (Audited)


2013 2015
(RM) (RM)
Paid-up share capital 1,200,000 1,800,000
Shareholders' funds 2,894,221 3,223,258 3,610,757
Revenue 3,782,156 3,955,061 4,671,217
Profit before tax 590,519 464,849 569,852
Profit after tax 448,143 379,037 437,499

8.5 TRUSTEE'S FEE

In accordance with the Deed, KI P REIT will pay the Trustee an annual trustee's fee of
RM100,OOO.00 per annum payable upon the execution of the Deed for the first three (3) years
and thereafter at such rate to be mutually agreed between the Manager and the Trustee. Any
additional trustee's fee for acquisition of new properties after the commencement of KI P REIT are
to be mutually agreed between the Manager and the Trustee. In any case, the annual trustee's
fee in aggregate shall be up to the maximum rate of 0.05% per annum of the NAV of KIP REIT.
For the avoidance of doubt, the annual trustee's fee in aggregate for the first (3) years upon the
execution of the Deed shall be not less than RM100,OOO.OO per annum. Other than this, there will
be no payment due from KIP REIT to the Trustee by way of remuneration for its services upon
the subscription for or sale of a Unit and upon any distributions of income and capital or
otherwise under the Deed. The annual trustee's fee may only be varied upwards with the prior
approval of the Unitholders obtained by way of a majority resolution (or such other majority as
may be required under the REIT Guidelines from time to time), and shall be effected by way of a
supplementary deed in accordance with the Deed and the CMSA.

8.6 RETIREMENT, REMOVAL AND REPLACEMENT OF THE TRUSTEE

8.6.1 Retirement

The Trustee may retire upon giving six months' written notice to the Manager (or such
shorter period as may be agreed upon with the Manager) whereupon the Manager shall
within one month after becoming aware of the intention of the Trustee to retire, appoint
by way of a deed, a replacement trustee who is eligible to be appointed to act as trustee
under the CMSA and who has been approved by the SC.

8.6.2 Removal and Replacement

The Manager may take all reasonable steps to remove the Trustee from its appointment
under the following circumstances where the Trustee:

(i) ceases to exist;

(ii) was not validly apPointed;

(iii) ceases to be eligible to act as trustee pursuant to the CMSA or its appointment
as trustee for KIP REIT is revoked by the SC;

(iv) fails or refuses to act as trustee in accordance with the provisions or covenants
of the Deed or the provisions of the CMSA;

179
(v) has a receiver appointed over the whole or a substantial part of its assets or
undertaking and the Trustee has not ceased to act under the appointment, or a
petition is presented for the winding up of the Trustee (other than for the purpose
of and followed by a reconstruction, unless during or following such
reconstruction the Trustee becomes or is declared to be insolvent); or

(vi) is under investigation for conduct that contravenes the Trust Companies Act
1949, the Trustee Act 1949, the Act or any securities law and an adverse finding
is found.

The Manager may then appoint a replacement trustee whom is eligible to act as trustee
under the CMSA and which has been approved by the SC.

The Trustee may be removed on grounds that the Trustee is in breach of its obligations
under the Deed and the Trustee has failed to remedy the breach despite the request
from the Manager to remedy the breach and another trustee (which is eligible to be
appointed to act as trustee under the CMSA and duly approved by the SC) shall be
appointed if the Unitholders decide on such removal and replacement by a Special
Resolution (or otherwise in accordance with the requirements of the REIT guidelines),
passed at a duly convened meeting requisitioned by the Unitholders in the manner
provided in the Deed,

Nothing in the Deed limits the right of the SC under section 292(2) of the CMSA to
remove the Trustee and appoint a replacement on the SC's own accord, or on
application of the Manager or of a Unitholder, on any of the grounds stated in sub-
paragraphs (i) to (vi) above.

8.7 TRUSTEE'S RESPONSIBILITY STATEMENT

The Trustee has given its willingness to assume the position as trustee of KIP REIT and all the
obligations in accordance with the Deed and all the Relevant Laws and Requirements,

8.8 MATERIAL LITIGATION AND ARBITRATION

As at the Latest Practicable Date, neither the Trustee nor its delegates are engaged in any
material litigation and arbitration as plaintiff or defendant, and the Trustee and its delegate are
not aware of any proceedings, pending or threatened or of any facts likely to give rise to any
proceedings which might materially and adversely affect their financial position or business.

8.9 DELEGATION OF THE TRUSTEE'S FUNCTION

As at the Latest Practicable Date, none of the Trustee's function in relation to KIP REIT has been
delegated.

180
9. THE PROPERTY MANAGER

The following information in this section (save where it relates to the Property Management
Agreement) has been prepared and provided by the Property Manager. None of the Manager,
the Principal Adviser and any other person has independently verified this information and,
therefore, none of the Manager and the Principal Adviser make any representation as to the
correctness, accuracy or completeness of such information. Accordingly, prospective investors
should not place undue reliance on such information.

9.1 CORPORATE INFORMATION

The Property Manager, Azmi & Co (Shah Alam) Sdn Bhd, is an affiliate of the Azmi Group of
Companies established in Malaysia in 1979. In May 1979, an association was formed between
Azmi & Company and Smiths Gore International Limited as a partnership practising under the
name of Azmi Smiths Gore. In December 1981, Azmi Smiths Gore was incorporated as a limited
company and practised under the name of Azmi & Co Sdn Bhd. The Property Manager is
principally involved in property management, property valuation, real estate agency and
consultancy services in the property field in Malaysia. The Property Manager is duly registered
with the Board of Valuers, Appraisers and Estate Agents Malaysia.

9.2 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE PROPERTY MANAGER

The Trustee, the Manager and the Property Manager entered into the Property Management
Agreement on 29 November 2016 for the appointment of the Property Manager to provide
property management services to manage, operate, maintain and market the Subject Properties
upon the terms and conditions therein.

The services provided by the Property Manager for each property under its management include
the following:

(i) retail consultancy services, including carrying out regular reviews, analysis and surveys
relating to trends in consumer buying behaviour, expenditure trends and patterns in the
industry, trends in tenant mix and tenant requirements and expectations, and design,
layout and building trends for retail centres;

(ii) property management services, including operation and maintenance of the property,
advising on centre improvement and upgrading, and ensuring compliance with building
and safety regulations;

(iii) financial management services by assisting the Manager and/or the Trustee in respect of
the financial, cost and budgetary coordination, administration and measurement including
preparation of budgets for management operation, procedures for monitoring budgetary
performance and compliance, and annual reports and analysis of operation performance.

(iv) letting and tenancy management services, including coordinating handover of premises
and tenants' fitting-out requirements, administration of rental collection, management of
rental arrears and rental collection policies and practices, formulating letting policies,
tenancy terms and conditions and drawing up legal tenancy documentation and
implementing marketing activities to attract and secure tenants;

(v) property promotion services including implementing marketing activities to attract and
secure tenants as well as to further strengthen the image of the Subject Properties; and

(vi) professional service management to seek advice and consult with other expertise within
the Property Manager on capital value, assessment value and other professional advice
and with other professionals in legal, technical, financial and accounting matters.

181
In accordance with the terms of the Property Management Agreement, the Property Manager
shall, during the duration of the Property Management Agreement, employ, by itself or through
third party service providers, personnel required to properly operate, maintain, manage and
market all the Subject Properties on such terms and conditions as are commercially reasonable
or appropriate having regard to the qualification, skill and experience of the persons employed for
the relevant positions, responsibilities and duties. Please refer to Section 9.6 "Salient Terms of
the Property Management Agreement" of this Prospectus for further details of the Property
Management Agreement.

9.3 EXPERIENCE IN PROPERTY MANAGEMENT AND PROPERTIES MANAGED

The Property Manager has over 20 years of experience in property management, carrying out
numerous aSSignments relating to shopping centre consultancy, leasing and management. The
Azmi Group of Companies is currently managing more than 10 property sites of which 3 are
retail-centric and has a nationwide network of 13 offices with a total of approximately 100
employees.

The Azmi Group of Companies has provided property management and related consultancy
services for other properties, including the following commercial properties:

(i) Lot 10 in Bukit Bintang, Kuala Lumpur;

(ii) Starhill in Bukit Bintang, Kuala Lumpur;

(iii) Subang Square Corporate Tower in Subang Jaya;

(iv) Subang Square Business Park & Shopping Gallery;

(v) Wisma SunwayMas in Shah Alam; and

(vi) Plaza Pantai in Kuala Lumpur.

9.4 INFORMATION ON KEY PERSONNEL AND STAFF STRENGTH

The profiles of the key personnel of the Property Manager who are involved in the management
of the Subject Properties are as follows:

(i) Nagalingam Thandavan, Director, is a member of the Royal Institution of Surveyors,


Malaysia, a member of the Association of Valuers and Property Consultants in Private
Practice Malaysia and a registered valuer and estate agent. He has 29 years of
professional experience in matters relating to the real estate industry, including valuation,
estate agency and property management. His experience includes undertaking valuation
cases for mortgage and foreclosure purposes as well as land acquisition for landed
properties, plant and machinery and security commission. He was the Property Manager
for Asset Back Securitization (ABS) Land and Properties Disposal Programme for
several reputable companies. He is a graduate of Heriott Watt University, Scotland;

(ii) Chan Choo Sheong holds a Bachelor of Laws from the University of London. He has 23
years of experience in matters relating to the valuation such as timber, oil palm, plant,
and machinery. His experience also includes market research and development. He is
currently the Head of Corporate Department of Azmi & Co (Shah Alam) Sdn Bhd;

(iii) Francis Muthukrishnan has 30 years of experience in property valuation. His experience
includes conducting valuations on residential, commercial and industrial properties for
finanCing, accounting and security commission purposes. In addition, he is also actively
involved in the valuation of plant and machinery as well as estate and land acquisition
matters. He currently holds the position of Head of Retail Division of Azmi & Co (Shah
Alam) Sdn Bhd, a position which he has held since July 2008;

182
(iv) Yuleyana Binti Mohd Amir holds a Bachelor in Estate Management (Hons) from
University Technology MARA. She has 14 years of experience in valuation, estate
agency and property management. Her experience covers areas such as conducting
valuation, land acquisition, market research and project assessment. Her responsibilities
further include managing, marketing, and selling and letting property. She currently holds
the position of Administration Manager and Senior Valuation Executive at Azmi & Co
(Shah Alam) Sdn Bhd; and

(v) Alhana Binti Ahmad holds a Diploma in Estate Management from University Technology
MARA. She has 12 years of experience in property management, valuation and estate
agency. Her experience includes managing various types of properties, such as office
towers, shopping complexes, retail centres, condominiums and warehouses. She is also
involved in the Asset Back Securitization (ABS) Land & Properties Disposal Programme
for several reputable companies. She currently holds the position of Assistant Manager
of Property Management at Azmi & Co (Shah Alam) Sdn Bhd.

9.5 PROPERTY MANAGEMENT FEE

The Property Manager is entitled to receive RM12,OOO.OO (excluding GST) per month for the
management and operation of the Subject Properties.

In addition, the Property Manager is also entitled to full reimbursement of costs and expenses
properly incurred in the operation, maintenance, management and marketing of the Subject
Properties, including fees and reimbursements for similar permissible expenses payable to its
services provider(s).

The property management fee is payable to the Property Manager in the form of cash.

9.6 SALIENT TERMS OF THE PROPERTY MANAGEMENT AGREEMENT

(i) Subject to the right of termination under the Property Management Agreement, the
appointment of the Property Manager shall commence from the date of completion of the
acquisition of the Subject Properties by the Trustee pursuant to the sale and purchase
agreements ('Effective Date") and shall unless terminated in accordance with the
Property Management Agreement, continue for a period of two years from the Effective
Date ("Expiry Date") and may be extended for a further term with the agreement of the
parties on such terms and conditions as may be mutually agreed between the parties.

(ii) The functions, duties and responsibilities of the Property Manager under the Property
Management Agreement is summarised in Section 9.2 "Functions, Duties and
Responsibilities of the Property Manager" of this Prospectus.

(iii) The Property Management Agreement may be terminated in accordance to the terms
and conditions therein under anyone of the following circumstances:

(a) upon the expiry of the duration of the agreement;

(b) any representation, warranty or covenant which is made (or acknowledged to


have been made) in relation to this Property Management Agreement by the
Property Manager proves to be incorrect in any material respect;

(c) the Property Manager is in breach of the terms or conditions of the Property
Management Agreement and such breach continues after its receipt from
Manager and/or the Trustee a notice specifying such breach and requesting that
the same be remedied;

(d) any of the material provisions in the Property ManClgement Agreement becomes
ineffective, invalid or unenforceable;

(e) upon occurrence of any force majeure event;

183
(f) upon the sale of the Subject Properties by the Trustee;

(g) there is a revocation, withholding or modification of licence, authorisation or


approval that impairs or prejudices the Property Manager's ability to comply with
the material terms and conditions of the Property Management Agreement;

(h) upon the occurrence of anyone or more of the following events:

(aa) an order is made or a resolution is passed for the winding up of the


Property Manager or any resolution is passed or any steps are taken to
pass a resolution for the voluntary winding up, dissolution or liquidation
of the Property Manager (other than for the purpose of amalgamation or
reconstitution with the consent of the Manager and the Trustee which
consent shall not be unreasonably withheld);

(bb) the Property Manager becomes insolvent or a receiver has been


appointed over the whole or a substantial part of the assets of the
Property Manager; and

(cc) the Property Manager changes or threatens to change the nature or


scope of its business, suspends or threatens to suspend a substantial
part of the present business operations;

For the purposes of the Section 9.6, "force majeure event" means all events which are
beyond the reasonable control of the parties to the Property Management Agreement
and shall include but is not limited to (i) any acts of God, Oi) fires, (iii) strikes, lockouts or
labour disputes, (iv) wars and riots, (v) earthquakes, storms, typhoons or floods and (vi)
new laws affecting the Subject Properties.

9.7 UNITHOLDING OF THE PROPERTY MANAGER IN KIP REIT

The Property Manager will not hold any Units upon listing.

9.8 SERVICE PROVIDERS TO PROVIDE PERSONNEL TO THE PROPERTY MANAGER

Pursuant to the Property Management Agreement, the Property Manager may appoint any third
party service provider to, among others, provide personnel in order for the Property Manager to
carry out its services under the Property Management Agreement to the best of its abilities
provided that the appointment of such third party service providers has been approved by the
Manager. The amount of such third party service providers' fees will be determined under the
approved annual business plan and budget for the Subject Properties. The service providers'
fees and costs and expenses properly incurred by the service providers for the provision of the
services will form part of the property expenses to be paid by the Trustee under the Property
Management Agreement.

The Property Manager will enter into a service provider agreement with KIP Property Services,
wherein KIP Property Services will provide the Property Manager with, among others, a team of
personnel with the necessary qualifications, expertise, experience and internal working and
operation knowledge of the Subject Properties, respectively, in accordance with the terms and
conditions of the service provider agreement.

184
10. SALIENT TERMS OF THE DEED

The Deed is a complex document and the following is a summary only and is qualified in its
entirety by, and is subject to, the contents of the Deed. Certain salient terms of the Deed are
summarised in other sections of this Prospectus. Recipients of this Prospectus and all
prospective investors in the Units should refer to the Deed itself to confirm specific information or
for a detailed understanding of KIP REIT. The Deed is available for inspection at the registered
office of the Manager.

10.1 THE DEED

KIP REIT is a REIT constituted by the Deed, as entered into between the Trustee and the
Manager on 2 November 2016. The Deed came into effect on 4 November 2016 when it was
registered with the SC.

Each Unitholder and all persons claiming through it shall be entitled to the benefit of and shall be
bound by the terms and conditions of the Deed and any supplementary deed as if it had been a
party thereto and as if the Deed contained covenants on the part of each Unitholder to observe
and be bound by all the provisions thereto and an authorisation by each Unitholder to do all such
acts and things as the Deed may require the Trustee or the Manager (as the case may be) to do.
The Deed does not establish either the Trustee or the Manager as the agent of the Unitholders
and does not create any other relationship other than that which is established by the provisions
of the Deed.

Pursuant to the Deed, the Trustee shall hold the Deposited Property upon trust for the
Unitholders and the Deposited Property so held shall be segregated from the general assets of
the Trustee. The rights of the Unitholders under the Deed are divided into Units.

The Manager and the Trustee shall in the performance of their respective duties under the Deed
at all times comply with applicable provisions of the Relevant Laws and Requirements, subject to
compliance with any applicable waiver or exemption given by any relevant regulatory authority
(including the SC or Bursa Securities, as the case may be) in respect of the Relevant Laws and
Requirements. Please refer to Information Summary-"Fees and Charges" for a summary of fees
payable to the Manager and the Trustee; Section 6.6 "Management Fees" of this Prospectus for
further details of the Management Fee payable to the Manager; and Section 8.5 "Trustee's Fee"
of this Prospectus for further details of the Trustee's fee payable to the Trustee, pursuant to the
terms of the Deed.

The Deed is governed by, and shall be construed in accordance with, the laws of Malaysia.

10.2 NATURE OF UNITS

(i) Each Unit is of equal value and represents an undivided interest in KIP REIT.

(ii) There is only one class of Units in KIP REIT, and all issued Units rank pari passu
provided the issue price is fully paid.

(iii) A Unit shall not confer any interest in any particular Deposited Property held by the
Trustee on the trust of the Deed but only such interest in KIP REIT as a whole as is
conferred on a Unit under the provisions of the Deed.

185
10.3 RIGHTS OF UNITHOLDERS

The Units shall confer on the Unitholders the rights (amongst others) to receive any distribution
entitlement and such other rights, benefits, entitlements and privileges as are conferred on the
Units or attached to the Units by the provisions of the Deed.

10.4 LIMITATION OF LIABILITY AND RIGHTS OF UNITHOLDERS

The liability of each Unitholder in its capacity as such is limited to the Unitholder's investment in
KIP REIT. A Unitholder is not required to indemnify the Trustee or the Manager or a creditor of
either or both of them against any liability of the Trustee or the Manager in respect of KIP REIT.

However, the rights of Unitholders are limited as follows:

(i) a Unitholder has no equitable or proprietary interest in the Deposited Property and is not
entitled to the transfer to it of any Deposited Property or any part of the DepOSited
Property or of any estate or interest in the Deposited Property or in any part of the
Deposited Property;

(ii) the right of a Unitholder in the Deposited Property and under the Deed is limited to the
right to require the due administration of KIP REIT in accordance with the Deed
including, without limitation, by suit against the Trustee or the Manager; and

(iii) without limiting the generality of the foregoing, each Unitholder acknowledges and
agrees that:

(a) he will not commence or pursue any action against the Trustee or the Manager
seeking an order for specific performance or for injunctive relief in respect of the
Deposited Property or any part of the Deposited Property and hereby waives any
rights it may otherwise have to such relief;

(b) if the Trustee or the Manager breaches or threatens to breach its duties or
obligations to a Unitholder under the Deed, that Unitholder's recourse against the
Trustee or the Manager is limited to a right to recover damages or compensation
from the Trustee or the Manager in a court of competent jurisdiction; and

(c) damages or compensation is an adequate remedy for such breach or threatened


breach.

(iv) A Unitholder may not (whether at a meeting of Unitholders or otherwise):

(a) interfere or seek to interfere with the rights, powers, authority or discretion of the
Manager or the Trustee or restrict the exercise of any discretion expressly
conferred on the Manager or Trustee under the Deed or the determination of any
matter which, under the Deed, requires the agreement of either or both of the
Manager and the Trustee;

(b) exercise any right in respect of the Deposited Property or any part of the
DepOSited Property or lodge any caveat or other notice affecting the DepOSited
Property or any part of the Deposited Property;

(c) require that any Deposited Property or any part of the Deposited Property be
transferred to the Unitholder; or

(d) give any directions to the Manager or Trustee which would require the Manager
or Trustee to do or omit doing anything which may result in KIP REIT ceasing to
comply with the Relevant Laws and Requirements or which may result in the
Manager or the Trustee being required to do anything which is inconsistent with
their duties at law or under the Deed.

186
(v) No Unitholder shall have any right solely by reason of his being a Unitholder to attend
any meetings of shareholders, stockholders or debenture holders of the Manager, the
Trustee or a company whose shares form part of the Deposited Property, or to vote or
take part in or consent to any such company or shareholders', stockholders' or debenture
holders' action.

10.5 CREATION OF UNITS

The Manager is to ensure that any method of offering of Units for the Listing includes an offering
of Units to the general public. Where the method of offering includes an offer for sale of existing
Units, the Manager is to ensure that all expenses of such offer for sale is borne by the offerors
and not KIP REIT. Where the method of offering is an issue of new Units, the Manager is to
ensure that all expenses of such issuance are borne by KIP REIT.

Applications for new Units to be issued for the Offering shall be made in accordance with the
prospectus, unless the issue is of a nature that does not require a prospectus under the Relevant
Laws and Requirements. The Manager shall have the absolute discretion as to whether to ailot
and issue any Units pursuant to an application without assigning any reasons for its decision.

Subject to the Relevant Laws and Requirements, the Manager shall determine the issue price, on
market-based principles, taking into account the best interests of KIP REIT and the Unitholders.
A Unit shall be deemed to have been issued to the person entitled to such Unit when the name of
such person has been entered onto the Record of Depositors. No certificates for the Units shall
be issued to any subscribers or purchasers of Units pursuant to this Prospectus.

The Manager may from time to time recommend to the Trustee any subsequent offering and
issuance of Units by any method permitted under the REIT Guidelines.

10.6 SUSPENSION OF, DEALING IN AND ISSUE OF UNITS

Suspension of Issue of Units

The Manager or the Trustee may, with the prior written approval of the other and subject to the
Listing Requirements, suspend the issue of Units during exceptional circumstances, which in the
opinion of the Trustee and the Manager, provides good and sufficient reason to do so, having
taken into consideration the interests of the Unitholders. Such suspension will take effect
forthwith upon the written approval by the Manager or the Trustee pursuant to any declaration in
writing of the same by the other and shall terminate upon the written approval by the Manager or
the Trustee pursuant to any declaration in writing of the same by the other which will be made
after the condition or any other conditions giving rise to the suspension ceases to exist, SUbject
always to the Relevant Laws and Requirements.

Suspension of Dealing in Units

(a) The Trustee shall, in consultation with the Manager and where it deems appropriate and
subject to the REIT Guidelines, suspend dealing in the Units due to exceptional
circumstances, where there is a good and sufficient reason to do so, considering the
interests of the Unitholders or potential investors.

(b) The suspension under Clause 4.11 of the Deed must cease as soon as practicable after
the exceptional circumstances have ceased, and in any event within 21 days of the
commencement of the suspension.

(c) The Trustee should immediately notify the SC in writing of:

(i) such suspension, stating the reason for suspension; and

(ii) the proposed resumption of dealings in Unit and the date of the proposed
resumption.

187
(d) Any request to Bursa Securities for such suspension of the trading of the Units on Bursa
Securities must be made in accordance with the provisions of the Listing Requirements.
Bursa Securities may also suspend the trading of the Units pursuant to the Listing
Requirements.

10.7 VENDOR UNITS

Subject to the Relevant Laws and Requirements, the Manager may offer Units to vendors as
consideration (in whole or in part) for Authorised Investments proposed to be acquired by KIP
REIT at a price determined by the Manager and approved by the Trustee if the following
conditions are met so long as KIP REIT is listed:

(i) the terms and conditions of the acquisition are approved by the Unitholders pursuant to
the REIT Guidelines;

(ii) neither the Manager nor the person to whom the Units are to be issued nor any
associated person of that person votes in relation to the above approval of the
Unitholders pursuant to the REIT Guidelines; and

(iii) if and to the extent required, the acquisition is approved by the SC and any other relevant
regulatory authority (where required).

10.8 DISTRIBUTABLE INCOME

The Distributable Income for each Distribution Period shall be the realised income for such
Distribution Period being the net income for the Distributable Period adjusted (in whole or in part)
as deemed necessary by the Manager in the interest of KIP REIT and the Unitholders for the
following effects which mayor may not have been recorded in the profit or loss for the relevant
Distribution Period:

(i) the portion of the Management Fees paid or payable in Units;

(ii) amortisation and other non-cash expenses or gains;

(iii) valuation gainlloss on investment properties and financial instruments;

(iv) depreciation or impairment of assets;

(v) any other entries, provisions, write-ofts or adjustments required by the approved
accounting standards;

(vi) expenses/loss which is charged to the profit or loss relating to issuance of new Units or
expenses that is capital in nature; and

(vii) una mortised costs which had been paid and incurred but had not been expensed oft to
the profit or loss other than those incurred for issuance of Units or raising of funds.

188
The Distributable Income which the Manager may distribute for any Distribution Period shall,
among others, take into consideration the following:

(i) total returns for the period;

(ii) income for the period;

(iii) cash flow for distribution;

(iv) stability and sustainability of distribution of income andlor capital; and

(v) the investment objective and distribution policy of KIP REIT;

subject to meeting the requirement to distribute at least 90.0% of KIP REIT's total income (as
defined under the Income Tax Act) to achieve tax transparency under Section 61A of the Income
Tax Act.

All (or such lower percentage as determined by the lVIanager in its absolute discretion) of the
Distributable Income will be distributed among the persons who on the relevant Books Closing
Date for a Distribution Period are Unitholders, in proportion to their Units. Each Unitholder's
entitlement to the percentage of Distributable Income before deductions is to be determined in
accordance with the following formula:

Distribution Entitlement =% of 01 x UH lUI


of each Unitholder (%)

where:

% of 01 = percentage of Distributable Income to be distributed, as determined by the


Manager in its absolute discretion.

UH = the number of Units held by the Unitholder at the close of business on the Books
Closing Date for the relevant Distribution Period adjusted to the extent it is
entitled to participate in the Distributable Income.

UI = the total number of Units in issue in KIP REIT at the close of business on the
Book Closing Date for the relevant Distribution Period adjusted to the extent it is
entitled to participate in the Distributable Income.

10.9 INVESTMENT POLICIES OF KIP REIT

10.9.1 Authorised Investments

(i) Subject to observance of the investment limits as may be established or


prescribed by the SC from time to time for a listed REIT and the REIT
Guidelines, KIP REIT may invest in any Authorised Investments.

(il) The Trustee must act as custodian and take into its custody, or under its control
(in the event of delegation of custody), the Deposited Property and hold the
Deposited Property in trust for the Unitholders in accordance with the Deed and
the Relevant Laws and Requirements. The Deposited Property shall be
registered in the name of the Trustee for and on behalf of the Unitholders, or
assigned to the Trustee for and on behalf of the Unitholders, or to the order of
KIP REIT.

For the avoidance of doubt, the Manager may use financial derivatives including but not
limited to entering into futures, forwards, options and swaps contracts for the purpose of
achieving the investment objective of KIP REIT if in compliance with the Relevant Laws
and Requirements.

189
10.9.2 Investment Limits

In exercising its powers to make investment on behalf of KIP REIT, and subject to limits
as may be prescribed by the SC or the REIT Guidelines from time to time, the Manager
must ensure that:

(i) at least 50.0% of the Total Asset Value of KIP REIT must be invested in Real
Estate Assets at all times; and

(ii) not more than 25.0% of the Total Asset Value of KIP REIT is invested in Non-
Real Estate-Related Assets, cash, deposits and money market instruments; or

(iii) such other investment or limits as may be permitted by the SC or the REIT
Guidelines,

provided that arising from the disposal of Deposited Property or pending acquisition of
any Authorised Investments or following capital raising of KIP REIT, the actual
investment ratio of KIP REIT may be at a variance from the provisions stipulated above
and the REIT Guidelines. However, the Manager may, in consultation with the Trustee,
vary the investments forming part of the Deposited Property in the best interests of the
Unitholders provided that such variance is in compliance with the REIT Guidelines. Any
breach must be rectified within 12 months from the date of the breach (or any other
period as may be permitted by the SC).

10.9.3 Restriction on Investment/Activities

KIP REIT shall not at any time be involved in the following activities:

(i) the extension of financing or other credit facilities;

(ii) property development, except in circumstances permitted by the REIT


Guidelines;

(iii) acquisition of vacant land; and

(iv) any other activity which does not comply with the REIT Guidelines and where no
waiver from the SC is obtained to exempt compliance with the relevant
guidelines.

10.9.4 Investment Policy

(i) The principal investment policy of KIP REIT is to invest, directly and indirectly, in
a portfolio of income producing Real Estate used predominantly for retail
purposes. KIP REIT may also invest in other investments as permissible in the
REIT Guidelines or as otherwise permitted by the SC, including in Real Estate-
Related Assets.

(ii) The Manager may, in consultation with the Trustee and subject to the Relevant
Laws and Requirements, from time to time change the investment policy of KIP
REIT.

(iii) The Trustee shall ensure that it is fully informed at all times by the Manager of
the investment policy and of any changes made by the Manager to the
investment policy of KIP REIT. Unless otherwise provided by the Relevant Laws
and Requirements, any modification to this Trust Deed involving any material
change to the investment policy set out for KIP REIT, must be approved by the
Unitholders by way of a resolution of not less than two-thirds of all Unitholders
present and voting at a Unitholders' meeting duly convened and held in
accordance with the Deed.

190
10.10 CONCERNING THE TRUSTEE

The Trustee is responsible for the safe custody of the Deposited Property. Any Authorised
Investment forming part of the Deposited Property, whether in bearer or registered form, is to be
paid, assigned or transferred to or to the order of the Trustee forthwith on receipt by the Manager
and is to be dealt with as the Trustee may think proper for the purpose of providing for the safe
custody and control of the same.

The Trustee may act as custodian of the Deposited Property itself or, where permitted under the
law, the Trustee may delegate this role to another person as custodian or joint custodians (with
the Trustee if acting as custodian or with any other custodian appointed by the Trustee) of the
whole or any part of the Deposited Property and (where the Trustee is custodian) may appoint or
(where the Trustee appoints a custodian) may empower such custodian or joint custodian (as the
case may be) to appoint with the prior consent in writing of the Trustee, sub-custodians. Any
such delegation can only be carried out by the Trustee in compliance with the REIT Guidelines
and the Trustee shall remain responsible for the actions and omissions of any delegate as
though they were its own actions and omissions. Where this role is delegated, the Trustee should
ensure that:

(i> it retains control of KIP REIT's property at all times; and

(ii) there are adequate arrangements to prevent the delegate from releasing the custody or
control of KIP REIT's property without its prior consent.

The Trustee shall not be under any obligation to institute, acknowledge service of, appear in,
prosecute or defend any action, suit. proceedings or claim in respect of the provisions of the
Deed or in respect of the Deposited Property or any part thereof or any corporate or Unitholders'
action which in its opinion would or might involve it in expense or liability, unless the Manager
shall so request in writing, and shall so often as required by the Trustee furnished it with an
indemnity satisfactory to it against any such expense and liability.

Except if and so far as otherwise expressly provided in the Deed, the Trustee as regards all the
trusts, powers, authorities and discretions vested in it has absolute and uncontrolled discretion as
to the exercise of the same, whether in relation to the manner or as to the mode of and time for
such exercise, and in the absence of fraud, negligence, wilful act of default or omission, or
breach of the Deed or breach of trust, the Trustee shall not be in any way responsible for any
loss, costs, damages or inconvenience that may result from the exercise or non-exercise of the
same.

Please refer to Section 8.3 "Functions, Duties and Responsibilities of the Trustee" of this
Prospectus for other salient terms of the duties, responsibilities and covenants of the Trustee as
provided in the Deed.

10.11 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

Please refer to Section 8.3 "Functions, Duties and Responsibilities of the Trustee" of this
Prospectus for details of the functions, duties and responsibilities of the Trustee.

10.12 RETIREMENT, REMOVAL AND REPLACEMENT OF THE TRUSTEE

Please refer to Section 8.6 "Retirement, Removal and Replacement of the Trustee" of this
Prospectus for details of the retirement, removal and replacement of the Trustee.

191
10.13 LIMITATION OF LIABILITY AND INDEMNITY OF THE TRUSTEE

It is expressly agreed that the Trustee enters into the Deed and any documents in relation thereto
only in its capacity as trustee of KIP REIT. A liability arising under the Deed and any such
document shall be limited to and can be enforced against the Trustee only to the extent to which
the Trustee can satisfy such liability out of the Deposited Property. Subject to the provisions of
the Deed and the Relevant Laws and Requirements and without prejudice to any right of
indemnity at law given to the Trustee, the Trustee shall be entitled for the purpose of indemnity
against any actions, costs, claims, damages, expenses or demands to which it may be put as
Trustee to have recourse to the Deposited Property or any part thereof:

(I) if the same are not caused by any fraud, negligence, recklessness, wilful act of default or
omission, breach of trust or breach of contractual duty on the part of the Trustee or by its
failure to show the degree of care, due diligence and vigilance required of a trustee in the
execution or performance of its obligations under the Deed and/or any other documents
in relation thereto; or

(ii) where a majority of not less than % of all Unitholders for the time being, voting at a
meeting summoned for the purposes of releasing the Trustee with respect to specific
acts or omission, but this shall be without prejudice to the obligation of the Manager to
indemnify and/or reimburse the Trustee on account of the Deposited Property.

10.14 CONCERNING THE MANAGER

The Manager shall, subject to the provisions of the Deed and Relevant Laws and Requirements,
carry out all activities as it may deem necessary for the management of KIP REIT and its
business, including but not limited to the following activities:

(i) to develop a business plan for the Deposited Property in the short, medium and long
term with a view to maximising income of KIP REIT;

(ii) to recommend to the Trustee in writing to purchase, transfer, acquire, hire, let, lease,
license, exchange, dispose of, convey, surrender or otherwise deal with any Authorised
Investment in furtherance of the investment policy and prevailing investment strategy of
KIP REIT; and

(iii) supervise and oversee the management of Deposited Property (including but not limited
to lease audit, systems control, data management and business plan implementation) in
accordance with the provisions of the Deed.

Unless otherwise expressly provided in the Deed, the Manager shall as regards all the powers,
authorities and discretions vested in it have absolute and uncontrolled discretion as to the
exercise thereof whether in relation to the manner or as to the mode of and time for the exercise
thereof and in the absence of fraud, negligence, recklessness, wilful act of default or omission,
breach of the Deed, the Manager shall not be in any way responsible for any loss, costs,
damages or inconvenience that may result from the exercise or non-exercise thereof.
Notwithstanding the above, the Manager shall be responsible at all times for the exercise or non-
exercise of its powers, authorities and discretions in respect of the management of KIP REIT and
the investment of the Deposited Property.

10.15 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE MANAGER

Please refer to Section 6.2 "Functions, Duties and Responsibilities of the Manager" of this
Prospectus for other salient terms of the functions, duties and responsibilities of the Manager as
provided in the Deed.

192
10.16 RETIREMENT, REMOVAL OR REPLACEMENT OF THE MANAGER

Please refer to Section 6.11 "Retirement, Removal or Replacement of the Manager" of this
Prospectus for details of the retirement, removal and replacement of the Manager.

10.17 LIMITATION OF LIABILITY AND INDEMNITY OF THE MANAGER

The Manager shall not be under any liability except such liability as may be assumed by it under
the Deed nor shall the Manager (save as therein otherwise appears) be liable for any act or
omission of the Trustee.

Subject as expressly provided and without prejudice to any right of indemnity at law given to the
Manager by the Deed, the Manager shall be entitled, for the purpose of indemnity against any
actions, costs, claims, damages, expenses or demands to which it may be put as Manager. to
have recourse to the Deposited Property, save where such action, cost, claim, damage, expense
or demand is occasioned by fraud, negligence, recklessness, wilful act of default or omission or
breach of the Deed by the Manager.

10.18 MANAGER'S FEES AND TRUSTEE'S FEE

The provisions on the Manager's fees and the Trustee's fee are as set out in the Deed. Please
refer to Section 6.6 "Management Fees" and Section 8.5 "Trustee's Fee" of this Prospectus for
details of the Manager's fees and the Trustee's fee respectively.

10.19 PERMITTED CHARGES OF KIP REIT

The Trustee and/or the Manager shall in addition to their remuneration and rights to
indemnification or reimbursement conferred under any other provision of the Deed or by law,
respectively be indemnified and shall be reimbursed out of either the income of KIP REIT or the
capital of KIP REIT (as determined from time to time by the Manager after consultation with the
Auditor) for all fees, costs, charges, expenses and outgoings reasonably and properly incurred by
or on behalf of the Trustee or the Manager as the case may be, that are directly related and
necessary to the business of KIP REIT.

10.20 MODIFICATION OF THE DEED

All modifications to the Trust Deed must be made through a deed supplementary to the Deed
and will take effect only upon registration of the supplementary deed with the SC. The Manager
must submit any such supplementary deed to the SC for such registration pursuant to the CMSA.
In addition to the foregoing. any material change to the investment objectives of KIP REIT must
be approved by resolution passed by not less than two-thirds of the Unitholders present and if a
poll is demanded. then by majority consisting of not less than two-thirds of the votes given on
such poll ("Majority Resolution") (or such other majority as may be required under the REIT
Guidelines from time to time) given at a meeting of Unitholders duly convened and held.

193
The Trustee may join with the Manager in making by way of supplementary deed any
modification, addition to or deletion from the Deed without the sanction of any resolution of a
meeting of Unitholders duly convened and held if such alteration, modification, addition or
deletion is in the opinion of the Trustee:

(i) necessary or expedient to comply with applicable fiscal, statutory or official requirements
(whether or not having the force of law) including the Relevant Laws and Requirements
or any changes to any of the foregoing from time to time;

(ii) made to correct a manifest error of a formal, technical or administrative nature only;

(iii) necessary or expedient for the purpose of complying with any ruling issued by the
Malaysian taxation authorities relating to taxation of KIP REIT and/or the Unitholders
(including modifications to provisions on distributions under the Deed in order to comply
with any ruling on taxation relating to KIP REIT or the Unitholders); or

(iv) in any other circumstances not materially adverse to the interest of the Unitholders and
not likely to become so,

in which case the Trustee and the Manager must certify in a written statement from the Trustee
and the Manager certifying that in their opinion such alteration, modification, addition or deletion
does not materially prejudice the interests of the Unitholders and does not operate to release the
Trustee or the Manager from any responsibility to the Unitholders.

10.21 TERMINATION AND WINDING-UP OF KIP REIT

The Trustee shall terminate KIP REIT:

(i) if at a duly convened meeting of Unitholders a Special Resolution (or otherwise in


accordance with the reqUirements of the REIT Guidelines), is passed that KIP REIT be
terminated; or

(ii) if the Manager is in liquidation or where the Trustee is of the opinion that the Manager
has ceased to carryon business or has, to the prejudice of the Unitholders, failed to
comply with any provision or covenant of the Deed or contravened any provisions of the
Relevant Laws and Requirements, and at a meeting duly summoned in accordance with
section 301 of the CMSA, a Special Resolution is passed that KIP REIT be terminated; or

(iii) if at any time during the life of KIP REIT, the Manager, after consultation with the
Trustee, is of the opinion that changes in the economic climate or taxation law have
caused or are likely to cause Unitholders to be detrimentally affected, the Manager may
request the Trustee to summon a meeting of Unitholders and table a Special Resolution
(or otherwise in accordance with the requirements of the REIT Guidelines), at such a
meeting, setting out the action they recommend the meeting to endorse to meet such
changes, and the meeting decides to terminate KIP REIT; or

(iv) if the Listing does not take place within three months from the date of the Prospectus for
the Listing and a Special Resolution (or otherwise in accordance with the requirements of
the REIT Guidelines), is passed at a duly convened meeting of Unitholders (if any) to
terminate KIP REIT; or

(v) if at any time after the date of Listing, the Units are unconditionally suspended from
trading and such suspension is not lifted within a continuous period of 60 Market Days
(notwithstanding any rights, powers or duties of the Manager or the Trustee and
directions given by or resolutions of the Unitholders), and where the suspension is for
reasons capable of remedy, such remedy is not effected within a period of an additional
60 Market Days or such other reasonable period of time as agreed between the Manager
and the Trustee. In this case, winding up of KIP REIT in accordance with the Deed will
immediately commence upon the end of such 60 Market Days or, where capable of
remedy, upon the end of the 120 Market Days, or

194
(vi) if the SC's approval is revoked under section 214A(2) of the CMSA or if any law is
passed which renders it illegal to continue KIP REIT; or

(vii) if an approved transfer scheme has been effected and resulted in KIP REIT being left
with no assets or properties; or

(viii) if an approved transfer scheme has been effected and resulted in KIP REIT being left
with no assets or properties which are no longer practical or feasible to achieve the
objectives of KIP REIT; or

(ix) upon KIP REIT reaching its maturity date as specified in the Deed.

If a termination event in paragraph (ii) above occurs, the Trustee must apply to the Court for an
order confirming the Unitholders' resolution. The Court may confirm the resolution if the Court is
satisfied that it is in the interests of the Unitholders to do so and may make orders for the
winding-up of KIP REIT (including but not limited to procedures for a voluntary winding-up of KIP
REIT), which orders must be carried out by the Trustee.

Upon termination of KIP REIT (other than due to the events in paragraph (ii) above) the following
provisions shall have effect:

(i) The Trustee shall as soon as practicable sell, call in and convert into money the
Deposited Property, and divide the proceeds of such sale, calling in and conversion less
all proper costs and disbursement, commissions, brokerage fees, legal fees, fees
payable to the Manager and the Trustee on termination of KIP REIT and other outgoings
including costs of final distribution of capital and income and all proper provisions for
liabilities of KIP REIT, among the Unitholders in proportion to the number of Units which
they hold respectively at the date of termination of KIP REIT provided that the Trustee
may at its discretion, and from time to time, make a partial distribution of capital and the
Trustee and Manager shall on termination of KIP REIT both be deemed as preferential
creditors as provided in the Act.

(ii) the Trustee shall pay any unclaimed net proceed or other cash held by the Trustee that
remains unclaimed after 12 months from the date on which it became payable to the
Registrar of Unclaimed Monies to the Registrar of Unclaimed Monies, in accordance with
the provisions of the Unclaimed Monies Act 1965.

(iii) The Trustee shall as soon as practicable after the date of the notice in Clause 26.3 of the
Deed, give to each Unitholder notice of impending distribution.

(iv) The Trustee may postpone the sale, calling in and conversion of any part of the
investment and property comprised in KIP REIT for such time as it thinks it desirable so
to do in the interest of the Unitholders and shall not be responsible for any loss
attributable to such postponement except to the extent that such loss may be attributable
to the Trustee's own neglect or default.

(v) The Trustee may retain in its hands or under its control for as long as it thinks fit such
part of KIP REIT as in its opinion may be required to meet any outgoings of KIP REIT or
any of the investments thereof provided that any investments or monies so retained to
the extent that they are ultimately found not to be so required shall remain subject to KIP
REIT for conversion and distribution in accordance with the Deed.

(vi) The Trustee and the Manager are entitled to:

(a) be paid from the proceeds of realisation of KIP REIT before any payment is
made to the Unitholders, all costs incurred:

(aa) firstly, by the Trustee and the Manager in connection with the winding-up
of KIP REIT and the realisation of the Deposited Property;

195
(bb) secondly, or on behalf of any agent, solicitor, banker, accountant or other
person employed by the Trustee or the Manager in connection with the
winding-up of KIP REIT;

(cc) thirdly, by the Trustee and the Manager before the winding-up of KIP
REIT which has not been recouped; and

(dd) fourthly, by or on behalf of any creditor of the Trustee or the Manager in


relation to KIP REIT;

and

(b) following the termination of KIP REIT and until the winding-up is completed, their
remuneration provided for in the Deed.

For avoidance of doubt, the provisions of this Trust Deed shall continue to apply (where
applicable) pending the completion of the winding-up process unless provided otherwise in the
Deed.

KIP REIT shall nevertheless terminate at the expiration of a period of 999 years after the date of
the registration of the Deed with the SC.

10.22 MEETINGS OF UNITHOLDERS

Either the Trustee or the Manager may convene a meeting of Unitholders by giving notice to the
Unitholders in accordance with the Deed, which the notice shall specify the general nature of the
business to be transacted.

The Unitholders may also convene a meeting. The Manager shall within 21 days after a
requisition has been delivered to its registered office, being a requisition by not fewer than 50, or
1110 in number, whichever is less, of all Unitholders, convene a meeting of Unitholders in for the
purpose of giving to the Trustee such directions as the meeting thinks proper or to consider any
other matter in relation to the Deed.

The requisition must state the objects of the meeting and the terms of any resolution proposed to
be submitted to the meeting. The requisition must be signed by the requisitionists and deposited
at the registered office of the Manager and may consist of several documents in like form each
signed by one or more of the requisitionists. The Trustee shall immediately upon receipt of any
such requisition advise the Manager thereof and shall make available all information in its
possession in connection with the same. The Trustee may make and take copies of any such
requisition.

If the Manager does not within 21 days from the date of the requisition being so deposited duly
proceed to convene a meeting, the requisitionists or a majority of them in value may themselves
convene the meeting but any meeting so convened shall not be held after the three months from
the date of such deposit. Any meeting convened under this paragraph by the requisitionists shall
be convened in the same manner as nearly as possible as that in which meetings are to be
convened by the Manager or Trustee.

The Manager is entitled to receive notice of and to attend and speak at any meeting of the
Unitholders but the Manager shall not be entitled to exercise its voting rights in respect of Units
which it or its nominee hold or is deemed to hold for such meeting, unless otherwise permitted by
the SC or the Relevant Laws and Requirements.

196
11. CORPORATE GOVERNANCE, RELATED PARTY TRANSACTIONS AND CONFLICTS OF
INTEREST

11.1 CORPORATE GOVERNANCE

The Manager intends to adopt a corporate governance framework that meets best practices of
good governance on structures and internal processes by adopting the requirements and
guidelines set out in the REIT Guidelines, the Listing Requirements, the Malaysian Code on
Corporate Governance 2012 issued by the SC and the Corporate Governance Guide issued by
Bursa Securities in the performance of its obligations and duties as described in the Deed.

11.2 EXISTING AND ON-GOING RELATED PARTY TRANSACTIONS

Pursuant to the REIT guidelines, a related party transaction means any transaction between the
REIT and its related parties. "Related party" includes:

(i) the management company, the trustee or a major unitholder of the REIT;

(ii) a director, chief executive officer or major shareholder of the management company; or

(iii) a person connected with any director, chief executive officer, or major shareholder of the
management company, or a person connected with the management company, the
trustee or major unitholder of the REIT.

In relation to a director, chief executive officer or major shareholder of the management


company, the management company, trustee or major unit holder of the fund, "a person
connected" is defined as such person who falls under any of the following categories:

(i) a family member of the director, chief executive officer, major shareholder of the
management company, or major unit holder of the fund;

(ii) a trustee of a trust (other than a trustee for an employee share scheme or pension
scheme) under which the director, chief executive officer or major shareholder of the
management company, the management company, trustee or major unit holder of the
fund, or a family member of the director, chief executive officer or major shareholder of
the management company or major unit holder, is the sole beneficiary;

(iii) a partner of the director, chief executive officer or major shareholder of the management
company, the management company, trustee or major unit holder of the fund; or a
partner of a person connected with that director, chief executive officer or major
shareholder of the management company, the management company, trustee or major
unit holder of the fund;

(iv) a person who is accustomed or under obligation, whether formal or informal, to act in
accordance with the directions, instructions or wishes of the director, chief executive
officer or major shareholder of the management company, the management company,
trustee or major unit holder of the fund;

(v) a person in accordance with whose directions, instruction or wishes the director, chief
executive officer or major shareholder of the management company, the management
company, trustee or major unit holder of the fund, is accustomed or is under obligation,
whether formal or informal, to act;

(vi) a body corporate or its directors which/who is/are accustomed or under obligation,
whether formal or informal, to act in accordance with the directions, instructions or
wishes of the director, chief executive officer or major shareholder of the management
company, the management company, trustee or major unit holder of the fund;

197
(vii) a body corporate or its directors whose directions, instructions or wishes the director,
chief executive officer or major shareholder of the management company, the
management company, the management company, trustee or major unit holder of the
fund, is accustomed or under obligation, whether formal or informal, to act;

(viii) a body corporate in which the director, chief executive officer or major shareholder of the
management company, the management company, trustee or major unit holder of the
fund; and/or persons connected to him are entitled to exercise of, not less than 15% of
the votes attached to the voting shares in the body corporate; or

(ix) a body corporate which is a related corporation.

11.2.1 Acquisition of Subject Properties

The Acquisition is deemed a related party transaction pursuant to Chapter 9 of the REIT
Guidelines in view of the following:

(i) the Promoters are major shareholders of KIP Development Sdn Bhd, Scotsville
Sdn Bhd and Adamin Corporation Sdn Bhd, which in turn collectively hold the
entire share capital of the Vendors;

(ii) the Manager is indirectly wholly-owned by the Promoters through Kip Homes
Sdn Bhd; and

(iii) the Promoters will be major unitholders of KIP REIT upon completion of the
Proposed Listing.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

198
The organisational chart illustrating the relationship between the Vendors, the Manager and the Promoters are as follows:

Other Promoters and


shareholders(1)

50.0% 85.0% 100.0%

100.0% 100.0%

[vv~~:~~~L,~~~_~-t-u-ng-"~" " ______ Scotsville


Sdn Bhd
16.0% 9.0% 40.0%

Other
Management

100.0%

49.0%

" Kipmart Tampoi

I Sdn Bhd

r------ ... ------- r - - - - - .... - - - - - - -


I I I I
I : KiP Mart KiP Mart I KiP Mart KiP Mart Lavender: : KiP Mart
KiP Mall Bangi : I I
I Tampoi Kota Tinggi I : Masai Senawang I Melaka

_ _ _ _ _ _ _ _ _ _ _ _ .i
~ _ _ _ _ _ _ _ _ _ _ _ _ _ .J

!...-------------.I !... _____________ .J


~----- ... -------
. !.. ____ --------.1

199
Notes:
(f)
Includes Dato' Charon Wardini Mokhzani, Charmian Azura Mokhzani and Firhat Yuri Mokhzani, holding 20.0%, 15.0% and 15.0% equity interest respectively in SJ Perisa Sdn Bhd.
(2)
The equity interests of the Promoters and their respective spouse in the relevant entities are as follows:

Percentage of equity interest


SJ Peri sa Wawasan Untung Active Degree Forum Technics Scotsville Taksim Warni Kip Homes
Name Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd
Data' Chew Lak Seong 25.0% 50.0% 20.0% 35.0% 29.8% 50.0%
Datin Teoh Siew Chin 50.0% 15.0% 12.7%
Data' Ong Kook Liong 25.0% 50.0% 20.0% 35.0% 29.8% 50.0%
Datin Siew Kui Taw 50.0% 15.0% 12.7%
Total 50.0% 100.0% 100.0% 40.0% 100.0% 85.0% 100.0%

(3)
Kok Pick Tong holds 15.0% equity interest in Taksim Wami Sdn Bhd.
(4)
Include Gan Cheng Swee and Lim Ken Chai, holding 13.4% and 3.3% equity interest respectively in Adamin Corporation Sdn Bhd.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

200
11.2.2 Assignment of Trademarks Agreements and Licence Agreements for the use of the
"KiP Mart" and "KiP Mall" trademarks and logos

(i) Pursuant to an assignment of trade marks agreement dated 7 December 2016


entered into between the Trustee on behalf of KIP REIT and KIPMart
Management Sdn Bhd, the "KiP Mart", "tomato", and "Kippy" trade marks will be
assigned by KIPMart Management Sdn Bhd to the Trustee on behalf of KIP REIT
with effect from the Completion Date of the SPA;

(ii) pursuant to an assignment of trade marks agreement dated 7 December 2016


entered into between the Trustee on behalf of KIP REIT and KIP Mall
Management Sdn Bhd, the "KiP Mall" trademarks will be assigned by KIP Mall
Management Sdn Bhd to the Trustee on behalf of KIP REIT with effect from the
Completion Date of the SPA;

(iii) pursuant to a trade marks licence agreement dated 7 December 2016 between
the Trustee on behalf of KIP REIT and KIPMart Management Sdn Bhd, KIPMart
Management Sdn Bhd was granted the non-exclusive licence to use the "KiP
Mart", "tomato", and "Kippy" trade marks, in respect of retail properties, including
those within mixed developments owned, operated or managed by companies or
corporations within the KIP group of companies and at any corporate office
occupied by any entity within the KIP group of companies which manages such
retail properties, with effect from the date on which the assignment in sub-
paragraph (i) above takes effect; and

(iv) pursuant to a trade marks licence agreement dated 7 December 2016 between
the Trustee on behalf of KIP REIT and KIP Mall Management Sdn Bhd, KIP Mall
Management Sdn Bhd was granted the non-exclusive licence to use the "KiP
Mall" trade marks in respect of retail properties, including those within mixed
developments owned, operated or managed by companies or corporations within
the KIP group of companies and at any corporate office occupied by any entity
within the KIP group of companies which manages such retail properties, with
effect from the date on which the assignment in sub-paragraph (ii) above takes
effect.

The above agreements are related party transactions in view of the following:

(i) the Promoters are major shareholders of Kipmart Management Sdn Bhd; and

(ii) KIP Mall Management Sdn Bhd is wholly-owned by the Promoters.

Please refer to Section 1.9 of this Prospectus for details on the registered trademarks
owned by KIP REIT

11.2.3 Other related party transactions

Save as disclosed above, there is no existing and on-going transaction between the
Vendors and the Promoters and/or persons connected with the Promoters and/or the
Manager relating to the Subject Properties.

11.3 POTENTIAL RELATED PARTY TRANSACTIONS

11.3.1 Acquisition pursuant to exercise of ROFR

In the event of any acquisition pursuant to the exercise of the ROFR, the sale and
purchase agreement for such proposed acquisition will be a potential related party
transaction. Potential conflict of interest may arise between KIP REIT and the vendors of
such assets during the negotiation on the terms of such sale and purchase agreement.

201
11.4 POTENTIAL CONFLICTS OF INTEREST

11.4.1 The Promoters

The Promoters are engaged in and/or may engage in among others, investment in, and
the development, management and operation of retail properties which may compete
with the Subject Properties. Further, the Promoters may also sponsor, manage or invest
in other REITs of other vehicles which may compete directly with KIP REIT.

As a result, the strategies and activities of KIP REIT may be influenced by the overall
interests of the Promoters. There can be no assurance that conflicts of interest may not
arise among KIP REIT, the Manager and the Promoters in the future.

In addition, pursuant to the Service Provider Agreement entered into between KIP
Property Services, being a wholly-owned company of the Promoters, and the Property
Manager, KIP Property Services will provide the Property Manager with, amongst others,
a team of personnel with the necessary qualifications, expertise, experience and internal
working and operation knowledge of the Subject Properties. The appointment of KIP
Property Services as a service provider (including the terms of its remuneration) is
subject to the approval of the Manager.

In order to mitigate the potential conflicts of interest, such appointments have been
approved and the renewal of such appointments will be approved by the independent
directors of the Manager. The Promoters have undertaken to both the Manager and the
Trustee, to grant KIP REIT the ROFR in respect of the acquisition and disposal of
relevant assets upon the terms and subject to the terms and conditions of the letters for
the ROFR. See Section 14.4 "General ROFR granted to KIP REIT by the Promoters" of
this Prospectus for further details.

11.4.2 Manager's policy on related party transactions and dealing with conflict of interest
situations

Upon Listing, KIP REIT will be subjected to the REIT Guidelines and/or the Listing
Requirements (where applicable) on related party transactions. Compliance of KIP REIT
with the Listing Requirements and the REIT Guidelines will ensure that related party
transactions will not prejudice the interests of the Unitholders as a whole.

(i) Real estate transactions

The REIT Guidelines provide, among others, that the trustee's consent is
required for a" related party transactions which involves real estate, and where
the transaction value is equal or greater than 5.0% of the Total Asset Value of
KIP REIT (after acquisition), the prior approval of Unitholders by way of an
ordinary resolution is required. Related parties of the Manager should not vote or
be counted as quorum at a meeting if they have interest in the outcome of a
transaction tabled for approval which is different from the interests of other
Unitholders. Where the transaction value of an acquisition or a disposal by KIP
REIT of Real Estate Assets that is a related party transaction is less than 5.0% of
the Total Asset Value of KIP REIT after completion of the transaction, the
Trustee must provide a written confirmation that the transaction is based on
normal commercial terms, at arm's length, and not prejudicial to the Unitholders'
interests.

The Manager has to ensure that the acquisition or disposal of real estate that is
a related party transaction is consistent with the investment objective and
strategy of KIP REIT.

202
Further, the Manager shall also obtain a valuation by a qualified valuer of no
more than six months prior to the intended date of acquisition or disposal for the
real estate. Such valuation report has to be provided to the Trustee. In the event
that any real estate is transacted at a price other than a price that is equivalent to
the value assessed in a valuation report, the confirmation of the Trustee will have
to be sought that the transaction is based on normal commercial terms, at arm's
length, and not prejudicial to the Unitholders' interest. The Manager shall ensure
that the acquisition price is not more than 110.0% of the value assessed in the
valuation report and the disposal price is not less than 90,0% of the value
assessed in the valuation report.

The Manager shall notify the Unitholders through an announcement to Bursa


Securities of the related party transactions involving real estate whereby:

(i) the real estate is transacted at a price other than a price that is
equivalent to the value assessed in a valuation report; or

(ii) the acquisition or disposal of the real estate is a related party transaction
which is valued at less than 5,0% of the Total Asset Value of KIP REIT
after completion of the transaction,

(ii) Tenancies

In respect of tenancies entered into with related parties, the REIT Guidelines
require the Trustee to ensure that the terms and conditions of the tenancy
agreements are reasonable under the prevailing market conditions. In
determining the rental rates for related tenants, the Trustee should be guided by
the recommendation of at least one independent valuer appointed by the
Trustee.

In order to mitigate any potential conflict of interest, the Manager has also instituted the
following procedures:

(i) in respect of matters or transactions which a Director or a person


connected to him or her has an interest (directly or indirectly), such
Director shall not participate in any proceedings of the Board and shall
abstain from voting in respect of such matter or transaction;

(ii) the Board shall maintain a minimum ratio of at least one-third


independent directors at all times, and in the event the Chairman is a
non-independent director, the Board shall maintain a majority of
independent directors at all times;

(iii) the directors of the Manager owe fiduciary duties to the Manager and
KIP REIT, including the duty to act in good faith and in the best interest
of KIP REIT;

(iv) the Manager shall not exercise any voting rights in any Unitholder's
meeting with respect to any units they may hold; and

(v) any transactions in which a conflict of interest will arise should be


executed on terms which are the best available for KIP REIT and which
are no less favourable to KIP REIT than arm's-length transactions
between independent parties and be adequately disclosed in the
Prospectus and fund reports of KIP REIT.

203
All related party transactions are subject to regular periodic review by the Audit
and Risk Commitee prior to recommendation to the Board. If a member of the
Audit and Risk Committee has an interest in a transaction, he is to abstain from
participating in the review and recommendation process in relation to that
transaction.

The Manager is obliged to cancel a transaction or make a corresponding


acquisition or disposal to secure restoration of a previous position where the
Trustee conveys its opinion to the Manager that a particular acquisition or
disposal by the Manager exceeds the Manager's powers or is contrary to the
interest of the Unitholders.

11.5 INTERESTS OF DIRECTORS AND OTHER SUBSTANTIAL SHAREHOLDERS OF THE


MANAGER IN OTHER CORPORATIONS CARRYING ON SIMILAR BUSINESSES

As at the Latest Practicable Date, none of the Directors and substantial shareholders of the
Manager hold any interests in other corporations carrying on similar businesses.

For the purpose of this Section 11.5, "similar business" means the management of a REIT with
an investment policy of investing in Real Estate used primarily for retail purposes in Malaysia.

11.6 OTHER PERTINENT INFORMATION

The Manager will comply with all requirements as laid out in the REIT Guidelines on related party
transactions including provisions contained in the Deed.

The Manager will establish procedures that will ensure that such transactions are undertaken in
full compliance to the REIT Guidelines and are carried out at arm's length, based on normal
commercial terms and in the best interests of the Unitholders.

The Manager would have to demonstrate to the Audit and Risk Management Committee that
transactions (whether purchase of services or properties) would be taken on normal commercial
terms, which may include in the case of the purchase of services, the obtaining of quotations
from parties unrelated to the Manager, or in the case of purchase of properties, the obtaining of
valuation from an independent valuer.

The Trustee shall ensure that related party transactions are at arm's length, based on normal
commercial terms and not prejudicial to the interest of the Unitholders. Furthermore, the Trustee
has the ultimate discretion under the Deed to decide whether or not to enter into a transaction
involving a related party of the Manager. If the Trustee is to sign any contract with a related party
of the Manager, the Trustee will review the contract documentation to ensure it complies with the
requirements and provisions relating to related party transactions contained in the REIT
Guidelines and the Deed.

204
11.7 DECLARATIONS BY ADVISERS

11.7.1 CIMB

CIIVlS, its subsidiaries and associated companies, as well as its holding company and the
subsidiaries and associated companies of its holding company (the "CIMB Group") form a
diversified financial group and are engaged in a wide range of investment and commercial
banking, brokerage, securities trading, asset and funds management and credit transaction
service businesses. The CIMS Group has engaged and may in the future, engage in transactions
with and perform services for the Promoters, KIP REIT, the Manager and/or their respective
affiliates, in addition to the roles set out above. In addition, in the ordinary course of business,
any member of the CIMS Group may at any time offer or provide its services to or engage in any
transactions (on its own account or otherwise) with any member of the Promoters, KIP REIT, the
Manager and/or their respective affiliates, hold long or short positions, and may trade or
otherwise effect transactions on its own account or for the account of its customers in debt or
equity securities or senior loans of the Promoters, KIP REIT, the Manager and/or their respective
affiliates. This is a result of the businesses of the CIMS Group generally acting independently of
each other, and accordingly there may be situations where parts of the CIMS Group and/or its
customers now have or in the future, may have interest or take actions that may conflict with the
interests of the Promoters, KI P REIT, the Manager and/or their respective affiliates.

As at the Latest Practicable Date, CIMS Sank Serhad and CIMS Islamic Sank Serhad have in
the ordinary course of its banking business, extended credit facilities to the Promoters and their
respective affiliates. elMS is of the view that the abovementioned does not result in a conflict of
interest situation in respect of its capacity as the Principal Adviser, Underwriter and Sookrunner
for the Offering due to the following:

(i) CIIVIS Sank Serhad and elMS Islamic Sank Serhad are licensed commercial banks and
the extension of credit facilities arose in the ordinary course of business of elMS Sank
Serhad and CIMS Islamic Sank Serhad; and

(ii) the total credit facilities extended by CIMS Sank Serhad and CIMS Islamic Sank Serhad
are not material when compared to the audited net assets of the CIMS Group as at 31
December 2015 of approximately RM41.3 billion.

11.7.2 Albar & Partners

Albar & Partners confirms that there is no existing or potential conflict of interest in its capacity as
the Legal Adviser to the Manager as to Malaysian law and in relation to the Offering and the
Listing.

11.7.3 Zaid Ibrahim & Co

Zaid Ibrahim & Co confirms that there is no existing or potential conflict of interest in its capacity
as the Legal Advisers to the Underwriter and Sookrunner as to Malaysian law and in relation to
the Offering and the Listing.

11.7.4 PricewaterhouseCoopers

PricewaterhouseCoopers confirms that there is no eXisting or potential conflict of interest in its


capacity as the Auditors and Reporting Accountants of KIP REIT as to Malaysian law and in
relation to the Offering and the Listing.

11.7.5 Deloitte Touche Tohmatsu Tax Services Sdn Bhd

Deloitte Touche Tohmatsu Tax Services Sdn Shd confirms that there is no existing or potential
conflict of interest in its capacity as the Tax Consultant of KIP REIT as to Malaysian law and in
relation to the Offering and the Listing.

205
11.7.6 Savills (Malaysia) Sdn Bhd

Savills (Malaysia) Sdn Bhd confirms that there is no existing or potential conflict of interest in its
capacity as the Independent Property Market Consultant as to Malaysian law and in relation to
the Offering and the Listing.

In its capacity as the Independent Property Market Consultant, Savills (Malaysia) Sdn Bhd was
responsible for preparing the Independent Property Market Report found in Appendix B
"Independent Property Market Report" of this Prospectus.

11.7.7 C H Williams Talhar & Wong Sdn Bhd

C H Williams Talhar & Wong Sdn Bhd confirms that there is no existing or potential conflict of
interest in its capacity as the Independent Property Valuer as to Malaysian law and in relation to
the Offering and the Listing.

In its capacity as the Independent Property Valuer, C H Williams Talhar & Wong Sdn Bhd was
responsible for preparing the Valuation Certificates found in Appendix A "Valuation Certificates"
of this Prospectus.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

206
12. APPROVALS, CONDITIONS, WAIVERS AND VARIATIONS

12.1 APPROVALS AND CONDITIONS

(i) The SC has, through its letter dated 31 October 2016, approved the listing of KIP REIT
and the apPointment of the Manager as the management company of KIP REIT.The
conditions imposed by the SC and the status of compliance are as follows:

Details of conditions imposed Status of compliance


(i) CIMB and the Manager are required to Complied prior to submission
provide evidence of compliance with of the Prospectus to the SC for
Paragraphs 3.04(d) and 3.28 of the registration via letter to SC on
Guidelines on Real Estate Investment Trusts 7 December 2016
prior to the submission of the prospectus of
KIP REIT for registration;

(ii) The Manager or its advisers are required to Noted and to be complied
submit an operational audit report of KIP upon listing.
REIT's operations to the SC within 6 months
after KIP REIT is launched and listed. The
apPointment of the external auditors and
scope of work shall be subject to the SC's
clearance;

(iii) CIMB and the Manager are required to Noted and to be compiled
inform the SC the listing date of KIP REIT
prior to the listing of KIP REIT; and

(iv) The listing of KIP REIT must be completed Noted and to be complied
within 6 months from the date of the
decision letter. SC's approval is deemed to
lapse if the Manager fails to complete the
listing within the stipulated timeframe

(ii) The SC has, through its letter dated 27 October 2016, approved in principle the
Manager's application for a Capital Markets Services Licence ("CMSL") for the regulated
activity of fund management in relation to asset management restricted to real estate
investment trusts ("REITs"), Dato' Chew Lak Seong, Dato' Ong Kook Liong and Lim Han
Gie's applications for Capital Markets Services Representative's Licence ("CMSRL") for
the regulated activity of fund management in relation to asset management restricted to
REITs, and the appointments of the following board members, key personnel and
company secretary of the Manager:

DeSignation

Dato' Chew Lak Seong Executive Director/Licensed Director


Dato' Ong Kook Liong Executive Director/Licensed Director
Dato' Syed Hussain bin Syed Husman Non-Executive Director
Datuk Mohamed Arsad bin Sehan Non-Executive Director
Foo Lee Khean Non-Executive Director
Lim Han Gie Chief Executive
Lee Yit Siong Responsible Person for Compliance
Foo Siew Loon Company Secretary

207
This approval in principle is supject to no adverse records found against the Manager, its
shareholders, directors, key personnel and company secretary and the following
condition:

Details of conditions imposed Status of Compliance

The shareholders' funds of the Manager be Complied.


increased to a minimum of RM1 million, which must
be maintained at all times, within six months from the
date of the decision letter.

(iii) The MITI has through its letter dated 28 July 2016, approved the Manager's application
for the issue of units to fulfil the Bumiputera equity requirement. The conditions imposed
by MITI as the status of compliance are as follows:

Details of conditions imposed Status of Compliance

(i) 58,100,000 units representing 11.5% of total Complied. The approval of the
units are reserved units that are subjected to the SC for the Offering was
approval of MITI and the distribution shall be obtained on 31 October 2016.
made upon the approval from the SC; and
(ii) 63,200,000 units representing 12.5% of total Complied
units are Bumiputera Units. Therefore, KIP REIT
is in compliance with the 12.5% Bumiputera
equity requirement.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

208
12.2 WAIVERS AND VARIATIONS

Waivers and variations from the REIT Guidelines, Asset Valuation Guidelines and CIS
Prospectus Guidelines issued by the SC

(i) The SC has, through its letter dated 14 June 2016, granted the following waivers and
variations in respect of compliance with the REIT Guidelines, Asset Valuation Guideline
and the CIS Prospectus Guidelines (collectively, "Guidelines"):

Relevant section of Details of the waiver or Details of conditions Status of


the Guidelines variation granted imposed compliance
Paragraph 4.12(e) of Waiver to allow the Nil N/A
the Asset Valuation Independent Property
Guidelines Valuer to issue the
valuation reports for the
Subject Properties without
detailing the names and
the corresponding lot
numbers of the respective
tenants.

Paragraph 13.13(c) of Waiver to allow the Nil N/A


the REIT Guidelines eligible directors and
employees of the Vendors
and Eligible Companies to
subscribe for the Units
under the Retail Offering.

Paragraph Variation from disclosing Nil N/A


20.07(a)(ii), Part II of the Subject Properties'
the CIS Prospectus major tenants and their
Guidelines (the same corresponding percentage
paragraph has been contribution to total gross
renumbered as rental income to allow
paragraph disclosure of the major
19.07(a)(ii), Part III of tenants' percentage
the CIS Prospectus contribution to total gross
Guidelines revised on rental income on an
19 July 2016) aggregate basis.

Paragraph 3.100), Waiver to allow a copy of Nil N/A


Part IV of the CIS the unstamped Financing
Prospectus Agreement to be
Guidelines submitted to the SC as
part of the registration
documents three market
days prior to obtaining the
SC's approval for the
registration of the
Prospectus.

209
13. OVERVIEW OF THE RELEVANT LAWS AND REGULATIONS IN MALAYSIA

13.1 OVERVIEW OF REGULATION OF REITS IN MALAYSIA

In Malaysia, REITs are governed and regulated by the SC and in addition, a listed REIT would
also be subject to the purview of Bursa Securities. The SC is empowered to ensure compliance
with the CMSA, the REIT Guidelines and the Take-over Code while Bursa Securities is
empowered to ensure the compliance of the listed REIT with the relevant sections of the Listing
Requirements. The appointments of the management company and the trustee are subject to the
approval of the SC. The CMSA, the REIT Guidelines and the Listing Requirements serve to
govern the operation and administration of REITs and together with the Take-over Code serve to
protect the interest of unitholders and to facilitate an orderly development of REITs. The trustee
and the management company, including their officers and directors, must comply with the
CMSA, the REIT Guidelines, the Listing Requirements, the Take-over Code and all other
Relevant Laws and Requirements.

13.1.1 Under the CMSA and/or the REIT Guidelines:

(i) The management company - A management company must, among others, be


an entity incorporated in Malaysia; have a minimum of 30% local equity; have a
minimum shareholders fund of RM1 million at all times and approved by the SC.
The REIT Guidelines contain provisions on reconstruction, amalgamation and
change in shareholding of the management company (which will require the prior
approval of the SC), composition of the board of directors (including independent
members), appointment of the key personnel which consist of a chief executive
officer, designated person responsible for the REIT, compliance person and
property manager. The roles and responsibilities of a management company
include, among other things, that it should establish and maintain risk
management systems and controls to enable it to identify, assess, mitigate,
control and monitor risks in retation to the REIT it operates and manages; and
shall have adequate human resource with the necessary qualification, expertise
and experience to carry on business as a management company and have
adequate and appropriate system, procedures and processes, to undertake the
business in a proper and efficient manner.

(ii) The trustee The appointment of a trustee must be approved by the SC. The
minimum requirements of a trustee include, among others, that it must be a trust
company registered under the Trust Companies Act 1949 or incorporated under
the Public Trust Corporation Act 1995; be registered with the SC; have a
minimum issued and paid-up capital of not less than RM500,000.00; have the
adequate human resources, necessary qualification, expertise, and experience
and have adequate and appropriate systems, procedures and processes, to
carry out its duties and responsibilities in a proper and efficient manner. A trustee
is also obliged by the CMSA to notify the SC as soon as practicable of any
irregularity, any breach of the provisions or covenants of the Deed, any
contravention of securities laws and any inconsistency between the disclosures
in this prospectus and the provisions or covenants of the Deed.

(iii) Delegation and outsourcing - A management company or a trustee may


delegate and outsource its functions to third parties. Nonetheless, this does not
relieve a management company or a trustee from its responsibilities. When
delegation takes place, it is the duty of the management company and the
trustee to ensure that adequate procedures are in place and that the trust deed,
prospectus, REIT guidelines and securities laws are complied with. Note also
that the delegation of a management company's function requires the SC's prior
approval.

210
(iv) Investment of the REIT - The REIT Guidelines set out the investment
perimeters of REITs in Malaysia including among other things, the spread limits,
concentration limits, Real Estate-Related Assets, Non-Real-Estate-Related
Assets, investments in deposits, investments in foreign real estate/markets and
the level of borrowings (which shall not exceed 50.0% of the Total Asset Value of
the REIT at the time the borrowings are incurred), acquisition of real estate (that
is, at a price not more than 110.0% of the value assessed in a valuation report
(unless varied by the SC), and likewise a REIT should not dispose of a Real
Estate Asset at a price lower than 90.0% of the value assessed in a valuation
report; and where the value of real estate to be disposed exceeds 50.0% of the
REIT's Total Asset Value, the disposal must be sanctioned by the unitholders by
way of an ordinary resolution (except where the disposal is for the purpose of
terminating or winding up the REIT).

(v) Valuation - Valuations of real estate are required to be undertaken at least once
every three years. The REIT Guidelines govern the appointment of the valuer,
preparation of the valuation report, regulatory parameters on valuation of real
estate and also govern the valuation of Real Estate-Related Assets and Non-
Real Estate-Related Assets and announcemenUpublication of NAV per unit of
REIT.

(vi) Fees - The REIT Guidelines contain provisions for the remuneration of the
management company, remuneration of the trustee and other expenses of the
REIT. The management company and the trustee may only be remunerated by
way of an annual fee charged to REIT, which must be permitted by the trust deed
and clearly disclosed in the prospectus and only expenses directly related and
necessary in operating and administering the REIT may be paid out of the REIT
including, among other things, the maintenance of real estate belonging to the
REIT, taxes and other duties charged on the REIT by the government and other
authorities, fees for the valuation of any investment of the REIT and listing
expenses for listing on the stock exchange.

(vii) Issue of securities by a REIT - Any issuance of new units by a REIT is subject
to approval by the unitholders and, where relevant, the prior approval of the SC.

(viii) Operational matters - The REIT Guidelines covers, among others, the size of
the REIT, the registration of unitholders, the branch register of unitholders
outside Malaysia, conflict of interest, termination/winding up, distribution of
income, rebates and commission, transfer scheme (which is an arrangement to
transfer REIT property from a REIT to another REIT), unitholders' meetings,
notice, voting rights, chairperson of meetings, quorum, corporate governance
principles and best corporate governance standards for all activities conducted in
relation to the REIT.

13.1.2 Under the Listing Requirements:

In addition to prescribing the admission procedures and requirements for the admission
and listing of a REIT on the Main Market, the Listing Requirements also prescribe the
following:

(i) Board of directors of the management company - The board of directors of


the management company must have at least two independent directors while
maintaining a minimum ratio of at least 1/3 independent directors at all times;

(ii) General meetings - The deed of a listed REIT is required to be in compliance


with the Listing Requirements in relation to notice, proxies and voting rights of
the Unitholders;

211
(iii) Continuing listing obligation - The chapter on continuing listing obligation
covers the unitholding spread requirement of a listed REIT of at least 25.0% of
the total number of listed units are in the hands of public unit holders; and

(iv) Continuing disclosure - The chapter on continuing disclosure requirements


sets out, among others, the disclosure policy of Bursa Securities which a listed
REIT is required to adhere to, immediate disclosure of any material information,
preparation of announcements, immediate disclosure requirements and periodic
disclosures.

13.1.3 Under the Take-over Code:

The Take-over Code applies to REITs that are listed on Bursa Securities. Under the
Take-over Code, any person acquiring an interest, either individually or with parties
acting in concert, in more than 33.0% of the Units (being voting units in KIP REIT) is
required to extend a mandatory offer for the remaining Units in accordance with the
Take-over Code, unless otherwise exempted. A mandatory offer is also required to be
made if a person holding more than 33.0% but not more than 50.0% of the Units, either
individually or with parties acting in concert, acquires more than 2.0% of the Units in any
six-month period under the Take-over Code, unless otherwise exempted.

As a result, acquisitions of Units which may result in a change in control of KIP REIT will
be subject to the provisions of the Take-over Code, such as a requirement to make a
mandatory offer for Units.

13.2 OVERVIEW OF LAND LAW

13.2.1 The Land System

In Malaysia, land law is based on the Torrens system of South Australia which operates
on the principle of "title by registration". NotWithstanding the adoption of Torrens system
in Malaysia, some lands in the state of Penang and Malacca are still governed by the
deed system. The National Land (Penang and Malacca Titles) Act 1963 ("NLCPM") was
thus enacted to govern such lands and to convert the deed system in Penang and
Malacca to the Torrens system used under the National Land Code 1965 ("NLC").

Pursuant to the Federal Constitution of Malaysia ("Constitution"), land matters generally


lie within the jurisdiction of the state governments. However, the Constitution specifically
provides for federal legislation in such matters for the purposes of ensuring uniformity of
law and policy in various aspects of land matters which are not exercisable with regard to
the States of Sabah and Sarawak.

The following are the primary pieces of legislation governing land law in Malaysia the
operation of which is supplemented by various subsidiary legislations such as the various
state land enactments and ordinances which are in force in the respective states in
Malaysia:

(i) the NLC;

(il) the NLCPM;

(iii) Strata Titles Act 1985 ("STA");

(iv) Sarawak Land Code (Cap 81) rSarawak Land Code"); and

(v) Sabah Land Ordinance (Cap 68) ("Sabah Land Ordinance").

212
The NLC is an act which amends and consolidates the laws relating to land and land
tenure, the registration of title to land and of dealings therewith and the collection of
revenue therefrom within the States of Johor, Kedah, Kelantan, Malacca, Negeri
Sembilan, Pahang, Penang, Perak, Perlis, Selangor and Terengganu, the Federal
Territory of Kuala Lumpur, the Federal Territory of Putrajaya and the Federal Territory of
Labuan, and for purposes connected therewith while in the States of Sabah and
Sarawak, the respective Sabah Land Ordinance and Sarawak Land Code apply.

The rest of this Section 13.2 of this Prospectus will cover land law applicable to the
states in Peninsular Malaysia and the Federal Territories.

The NLCPM was enacted to provide for the conversion of the system of registration of
deeds practiced prior to 1966 to the Torrens system.

STA is an act to facilitate the subdivision of buildings or lands into parcels and the
issuance of separate strata titles in relation to the same, and the STA is only applicable
to West Malaysia and the Federal Territory of Labuan.

The NLC expressly provides that it shall not (unless expressly provided to the contrary)
affect the provisions of:

(i) any law relating to customary tenure;

(ii) any law relating to Malay reservations or Malay holdings;

(iii) any law relating to mining;

(iv) any law relating to sultanate lands;

(v) any law relating to wakaf (relating to the endowment of property for religious
and/or public purposes in accordance with Islamic teachings) or bait-ul-mal (an
Islamic non-profit financial organisation providing benefits to community
members and organisations);

(vi) the Terengganu Settlement Enactment 1356;

(vii) the Padi Cultivators (Control of Rent and Security of Tenure) Ordinance 1955;

(viii) the Kelantan Land Settlement Act 1955;

(ix) the Land (Group Settlement Areas) Act 1960;

(x) the Perlis Land Settlement Enactment 1966; and

(xi) any law for the time being in force relating to exemptions from the payment of
land revenue.

13.2.2 Indefeasibility of Title

Pursuant to the NLC, a person will obtain an indefeasible title to or interest in the land
after his/her proprietorship to or interest in land is being registered on the document of
title. However, the indefeasibility of title can be defeated under those circumstances as
provided in Section 340(2) of the NLC, which include fraud or forgery, or where the
registration of title or interest is obtained by the use of an insufficient or void instrument
or where the title or interest is unlawfully acquired.

213
13.2.3 Powers of the State Authority

The State Authority is vested with the entire property in all state lands under the NLC.
"State Authority" refers to the Ruler or Governor of the state, as the case may be, and
"state land" refers to all land in the state other than land that has already been alienated
or reserved (whether as forest of otherwise) or mining land.

Under the NLC, the State Authority has power to alienate land for either:

(i) a term not exceeding 99 years (commonly referred to as leasehold); or

(ii) in perpetuity (commonly referred to as freehold).

The power to alienate land by the State Authority is the most common method of
disposal of land. The alienation of land by the State Authority is subject to certain
conditions such as:

(i) payment of annual rent;

(ii) payment of premium (which is subject to exemption by the State Authority);

(iii) category of land use; and

(iv) such conditions and restrictions in interest which may be imposed by the State
Authority.

Unless an application is made to the State Authority for the extension of the term and
such application is approved by the State Authority usually upon the payment of a
premium, land alienated for a term not exceeding 99 years shall upon the expiry of such
term revert to the State Authority.

In addition to the power to alienate land, the State Authority also has the power to:

0) reserve land and grant leases of reserve land for a specific purpose not
exceeding 21 years;

(ii) permit temporary occupation of land;

(iii) permit the extraction and removal of rock material from land;

(iv) permit the use of air space on or above land; and

(v) dispose of underground land.

13.2.4 Categories of Land Use

Land in Malaysia is divided into three general categories of land use, namely,
agricultural, industrial and building. The category of land use is endorsed on the
documents of title issued in respect of those lands alienated by the State Authority
pursuant to the NLC. However, on approving the alienation of land, the State Authority
may, if it is satisfied that the imposition of express conditions could better control the use
of the land, direct that no category of land use be endorsed on the document of title.

An application may be made to the State Authority by the proprietor of any alienated land
for the alteration of any category of land use to which the land is for the time being
subject, or where it is not so subject, for the imposition of any category.

Each category of land use is subject to implied conditions as more particularly set out in
the NLC. Additionally, specific uses may be specified in the documents of title to land.
Failure to comply with express or implied conditions of land use may result in the
forfeiture of land by the State Authority.

214
13.2.5 Dealings in Land

The NLC governs dealings in land and interest in land (which in the context of the NLC
includes a registered lease, charge or easement as well as a statutory lien or a tenancy
exempt from registration created in respect thereof). Dealings under the NLC may be
divided into:

(i) dealings capable of registration which are transfers, charges, leases and
easements; and

(ii) dealings not capable of registration which are tenancies exempt from registration
and statutory liens which are protected by way of an endorsement and the entry
of a lien-holder's caveat.

In Malaysia, no instrument effecting any dealing with respect to alienated lands and/or
interests therein shall be effective until such instrument has been duly registered.

13.2.6 Restrictions in Interest

Restrictions in interest are restrictions expressly endorsed on the document of title to the
land which limits the powers of the registered proprietor to deal with the land. An
example of such a restriction is the restriction to transfer, charge or lease the land unless
the prior consent of the State Authority has been obtained. It is common to find such
restrictions in interest endorsed on the documents of title to lands alienated by the State
Authority for terms not exceeding 99 years as opposed to lands alienated by the State
Authority in perpetuity.

As restrictions in interest imposed on the document of title to the land binds the land, the
restrictions therefore bind the owner(s) (whether present or future) of the land.

In the case of a property held or to be held under a strata title, where there is a restriction
in interest endorsed on the document of title to the master land, such restriction will also
apply to such property, whether or not the separate strata title to such property has been
issued.

13.2.7 Restraints on Dealings

Restraints on dealings include the following:

(i) Private caveats

Private caveat is one of the restraints on dealings under the NLC. A person
claiming title to or any registrable interest in any alienated land or any right to
such title or interest may lodge a private caveat to protect his title or interest in
such alienated land. Under the NLC, a non-citizen or foreign company is required
to obtain the prior approval of the State Authority before lodging a private caveat.

Once a private caveat is lodged, the registered proprietor may not register or
endorse any dealing on the document of title to his land without first removing
such private caveat or first obtaining the consent in writing of the person who
lodged such private caveat. However, the private caveat will not prevent any
dealing made by the registered proprietor, the application for the registration or
endorsement of which is made by the registered proprietor before the lodgement
of such private caveat.

An application may be made to the Registrar of Titles/Land Administrator or the


court by a registered proprietor (or any aggrieved person or body) for the
removal of the private caveat. A private caveat will expire six years from the time
of the lodgement of the same, unless earlier withdrawn or removed by the
Registrar of Titles/Land Administrator or the court.

215
(ii) Trust caveats

Trust caveat is one of the restraints on dealings under the NLC. The Registrar of
Titles/Land Administrator may enter a trust caveat on the application of (a) the
trustees for the time being of any land or interest; or (b) the person or body by
whom any land or interest is first transferred to trustees; or (c) the person or body
by whom any interest is created in favour of trustees, provided that no application
made by virtue of (b) or (c) shall be entertained unless it is presented to the
Registrar of Titles/Land Administrator with the instrument transferring or creating
the land or interest in question.

A trust caveat will prohibit, among others, the registration of any instrument of
dealings directly affecting the trust property. However, the trust caveat will not
prohibit any registration of dealings which is presented prior to the time from
which the trust caveat takes effect.

A trust caveat shall continue in force until cancelled by the Registrar of


Titles/Land Administrator on an application in that behalf by the trustees for the
time being and all persons and bodies beneficially entitled under the trust.

(iii) Prohibitory Orders

Pursuant to the NLC, "prohibitory order" means where land or an interest in land
held by a judgment-debtor is to be sold in execution proceedings, an order made
pursuant to rules of court by a court of competent jurisdiction prohibiting the
judgment-debtor from effecting any dealing therewith or from effecting such
dealing therewith as may be specified in the order.

A prohibitory order will take effect once it has been entered by the land registrar
and endorsed on the document of title. The order will prohibit the following
endorsement or entry:

(a) any instrument of dealing executed by or on behalf of the proprietor save


and except for any certificate of sale relating thereto;

(b) any claim to the benefit of any tenancy exempt from registration granted
by the proprietor; and

(c) any lien-holder's caveat.

However, a prohibitory order will not prohibit the registration, endorsement or


entry of any instrument, claim or lien-holder's caveat where the instrument was
presented, or the application for endorsement or entry received, prior to the time
from which the order takes effect.

13.2.8 Malay reserve land and customary land

The Malay Reservation Enactments of the respective states were enacted to secure and
protect the Malays' interest in lands reserved for Malays by prohibiting the disposition of
such lands by the State and the dealings by the registered proprietors in favour of non-
Malays. Any disposal, dealing or attempt to dispose of or deal in Malay reserve land in
contravention of the respective Malay Reservation Enactments will be rendered null and
void and no action for breach of contract shall be maintained in respect of such disposal
or dealing.

216
The present Malay Reservation Enactments have adopted the policy of providing for
exceptions to the prohibition by permitting disposals by the State Authority and dealings
by the registered proprietors in favour of certain specified persons and bodies with the
approval of the ruler of the state in council of the respective states.

In the same manner, customary land such as those in the state of Malacca, shall only be
transferred, charged, leased or transmitted to a Malay pursuant to NLCPM.

13.2.9 Charges

It is common for a financier to require a borrower to create a charge over the land or a
lease of land of the borrower in favour of the financier as a security for the financing
provided.

A registered proprietor's power to charge is subject to any prohibition or limitation


imposed by the NLC or any other written law for the time being in force, any restrictions
in interest to which the land in question is for the time being subject and in relation to
leases, the provision thereof, express or implied.

Every charge created under the NLC shall take effect upon registration so as to render
the land or lease in question liable as security in accordance with the provisions thereof,
express or implied.

A chargee is required to comply with the NLC when enforcing the charge to obtain a sale
of the land or lease to which the charge relates in the event of a breach by the borrower.
The chargee is required, among other things, to serve a default notice in the form as
prescribed by the NLC and apply to the court or the land office administrator or the
collector of land revenue, as the case may be, for an order for sale. Upon the registration
of any certificate of sale given to a purchaser in respect of a charged land or lease, the
title or interest of the registered proprietor/chargor shall pass to and vest in the
purchaser, free and discharged from all liabilities under the charge in question and any
charge subsequent thereto.

13.2.10 Leases and Tenancies

Under the NLC, tenancies may be granted for terms not exceeding three years. There is
no registration requirement for tenancies under the NLC but the interest of a tenant under
a tenancy exempt from registration can be protected by way of an endorsement on the
document of title to the land.

The proprietor of any alienated land may grant leases of the whole or any part thereof. A
lease granted under the NLC must be more than three years and maximum term for
which any lease may be so granted shall be:

(i) 99 years if it relates to the whole of the land; or

(ii) 30 years if it relates to a part only thereof.

The lease granted is required to be registered with the relevant land registry or land
office in order to vest in the lessee the interest in respect of the said lease.

13.2.11 Sale and Purchase of Real Property

The sale and purchase of real property in Malaysia may be completed by way of transfer
or legal aSSignment. Any transfer of a property with a separate document of title is
effected by registration of an instrument of transfer in a format prescribed under the NLC
at the relevant land registry or land office. For a property without a separate document of
title having been issued, transfer of beneficial ownership of the property is made by way
of a legal assignment in favour of a new purchaser of all the rights, interests and title in
respect of the property under the principal sale and purchase agreement (made between
the original proprietor of the land and/or the developer (as the seller) and the first
purchaser).

217
13.2.12 Properties held under Strata Titles

Under the Strata Title Act ("STA"), the owner of a building who has sold or agreed to sell
any parcel comprised in the building to any person, is required to apply for an individual
strata title to the parcel within the period stipulated in the STA.

The establishment and functions of the Joint Management Body ("JMB") and the
management corporation ("MC") for the purpose of managing and maintaining the
common areas of those buildings constructed on the land situate within West Malaysia
and the Federal Territory of Labuan have been provided for in the respective acts named
below:

(i) Building and Common Property (Maintenance and Management) Act 2007
("BCPA")

Pursuant to the BePA, where a building or land intended for subdivision into
parcels has been completed:

(a) before the commencement of BePA and vacant possession of the


parcels has been delivered by the developer to the purchaser but the
Me has not come into existence, the JMS shall be established
consisting of the developer and parcel owners upon the convening of
the first meeting no later than 12 months from the commencement of
the SePA;

(b) on or after the commencement of the SePA, the JMS shall be


established consisting of the developer and the parcel owners upon the
convening of the first meeting not later than 12 months from the date of
delivery of vacant possession of the parcels to the parcel owners.

The JMS is required to elect a joint management committee, consisting of one


representative of the developer and not less than five but not more than twelve
parcel owners, at a general meeting to perform the duties of the JMB, conduct
the business of JIVIB on its behalf and for that purpose, to exercise the powers of
the JMS under the SepA. There are three types of meetings namely, the first
general meeting, the annual general meetings and the extraordinary general
meetings to be held by the JMS. At the first general meeting, each parcel owner
who has paid his maintenance charges in respect of his parcel to the building
management account of the developer is entitled to vote by show of hands. Joint
purchasers will only be entitled to vote by appointing a proxy. The SePA does
not provide for voting on poll and therefore, each parcel owner is only entitled to
one vote regardless of the share units allotted to his parcel. Although the SePA
made provisions for rules to regulate the first general meeting of the JMB, there
are no provisions on how the subsequent annual general meetings or
extraordinary general meetings are to be conducted and it is also not clear
whether the rules on quorum and voting rights for the first general meeting of the
.IMB will apply to subsequent annual general meetings or extraordinary general
meetings. The parcel owners and the developer will therefore have to agree on
their voting rights in the said meetings.

The JMS will be deemed to be dissolved three months from the date of the first
meeting of the Me.

218
(ii) STA

Upon the opening of a book of the strata register in respect of a subdivided


building or land, there shall come into existence the MC consisting of all the
parcel owners including in the case of phased development, the proprietor of the
provisional block or blocks. The MC shall, on coming into existence, become the
proprietor of the common property and be the custodian of the issue document of
title of the lot. Upon its establishment, the MC is responsible for the maintenance
and management of common property (which means so much of the lot as is not
comprised in any parcel (including any accessory parcel), or any provisional
block as shown in an approved strata plan).

The by-laws set out in the Third Schedule of the STA shall, as and from the
opening of a book of the strata register, be in force for all purposes in relation to
every subdivided building or land and shall not be amended by the MC. The
purposes of by-laws are for regulating the control, management, administration,
use and enjoyment of the strata development. The MC may, by special resolution
make additional by-laws, or make amendments to such additional by-laws, not
inconsistent with the by-laws set out in the Third Schedule of the STA.

The STA provides for meetings to be held periodically. Under the STA, three
types of meeting are provided to be held by the MC, namely, the first annual
general meeting, the annual general meetings and the extraordinary general
meetings.

It shall be the duty of the original proprietor to convene the first annual general
meeting of the MC. The agenda for the first annual general meeting includes,
among other things, to confirm or vary the insurances effected by the MC and the
amounts of contributions to the management fund, to determine the members of
the council and to elect the council and to decide whether to amend the
additional by-laws in force immediately before the holding of the meeting.

Annual general meetings are required to be held by the MC annually for the
consideration of accounts, election of council members and such other matters
as may be required. Extraordinary general meetings are held by the council of
the MC upon request by the parcel owners or commissioner of buildings or when
the council deems appropriate or necessary.

Each parcel owner shall, at general meetings, have one vote on a show of hands
and on poll will have such number of votes that corresponds with the number of
share units attached to his parcel. A co-proprietor may vote by means of a jOintly
appointed proxy. Only parcel owners whose separate strata titles to their
respective parcels are registered in their names are allowed to vote.

Pursuant to the STA, every parcel shall have a share value approved by the
relevant authority and expressed in whole numbers to be known as share units.
Share units allotted to the parcels can be based on a few factors, namely, the
areas of the parcels and the purchase consideration of the parcels.

The share units allocated to each parcel owner is important as it determines,


among other things, the following:

(i) the voting rights of each parcel owner on a poll;

(ii) the quantum of the undivided share of each parcel owner in the common
property;

(iii) the proportion of the contribution payable by each parcel owner to the
management fund;

219
(iv) the proportion of each parcel owner's entitlement to the profits arising
from transactions pertaining to the common property;

(v) the proportion of each parcel owner's liability for the debts of the MC;
and

(vi) the proportion of each parcel owner's entitlement to the proceeds of a


sale of the lot and his share in the surplus of the funds of the MC, if any,
on the termination of the strata scheme.

13.2.13 Guideline on the Acquisition of Properties

Pursuant to the Guideline on the Acquisition of Properties issued by the Economic


Planning Unit of the Prime Minister's Department ("EPU"), with effect from1 March 2014,
except for residential units, the following transactions shall require the approval of EPU:

(i) direct acquisition of property valued at RM20.0 million and above, resulting in the
dilution in the ownership of property held by Bumiputera interest and/or
government agency; and

(ii) indirect acquisition of property by other than Bumiputera interest through


acquisition of shares, resulting in a change of control of the company owned by
Bumiputera interest and/or government agency, having property more than
50.0% of its total assets, and the said property is valued more than RM20.0
million.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

220
14. ADDITIONAL INFORMATION

14.1 GENERAL

(i) No Units will be allotted or issued on the basis of this Prospectus later than twelve (12)
months after the date of this Prospectus.

(ii) The Units will rank pari passu in all respects and will be entitled to all distributions that
may be declared subsequent to the date of this Prospectus.

(iii) In accordance with the Deed and REIT Guidelines, the Manager is required, on a
quarterly basis, to carry out a valuation of KIP REIT's investments in Real Estate-Related
Assets and Non-Real Estate-Related Assets and announce the NAV of KIP REIT to
Bursa Securities. Unitholders are able to keep track of the market price per Unit and the
NAV per Unit as announced by the Manager through Bursa Securities' website
www.bursamalaysia.com.

(iv) KIP REIT will also be providing Unitholders with an annual report on its performance
which will also include information on the NAV per Unit. The Manager must also give the
sc the annual report no later than two months after the end of the financial period to
which the report relates.

Unitholders can obtain information on the current developments and annual reports of
KIP REIT from the Bursa Securities' website www.bursamalaysia.comafter the Listing.

(v) If you require further information on KIP REIT, the Manager may be contacted at:

Unit B-6, Blok B, Tingkat 6


Menara KIP, No.1, Jalan Seri Utara 1
Sri Utara Off Jalan Ipoh
68100 Kuala Lumpur

Telephone Number: +60362520888


E-mail: kipreit@kip.com.my
Website: www.kipreit.com.my

(vi) Save as disclosed in this Prospectus, as at the Latest Practicable Date, the Directors
confirm that KIP REIT's financial conditions and operations are not affected by any of the
following factors:

(a) known trends, demands, commitments, events or uncertainties that have had or
that the Manager reasonably expect to have, a material favourable or
unfavourable impact on KIP REIT's financial performance, liquidity, position and
operations;

(b) material commitments for capital expenditure; and

(c) unusual, infrequent events or transactions or any significant economic changes


that have materially affected KIP REIT's financial conditions, and operations.

(vii) The Manager has not established any policies or procedures to counter the risk involving
money-laundering activities. It is not pertinent for the Manager to adopt such policies and
procedures as, unlike other unit trust funds, KIP REIT is a REIT to be listed on the Main
Market and will neither be sourcing for investment funds on a regular basis nor does KIP
REIT allow for redemption of its Units. Further, KIP REIT does not receive monies from
investors on cash terms.

221
14.2 MATERIAL CONTRACTS

The dates of, parties to, and general nature of every material contract which KIP REIT (via the
Trustee) has entered into since its establishment up to the date of this Prospectus (not being
contracts entered into in the ordinary course of the business of KIP REIT) are as follows:

(i) the Deed dated 2 November 2016 constituting KIP REIT and registered with the SC on 4
November 2016 entered into between the Manager and the Trustee on behalf of KIP
REIT, for the benefit of the Unitholders;

(ii) the KiP Mall Bangi SPA dated 4 November 2016 entered between the Trustee on behalf
of KIP REIT and Landasan Primamaju Sdn Bhd for the purchase of KiP Mall Bangi at a
purchase consideration of RM130,000,000.00, to be satisfied in cash and via the
issuance of Consideration Units;

(iii) the KiP Mart Kota Tinggi SPA dated 4 November 2016 entered between the Trustee on
behalf of KIP REIT and Genius Chance Sdn Bhd for the purchase of KiP Mart Kota
Tinggl at a purchase consideration of RM55,002,000.00, to be satisfied in cash and via
the issuance of Consideration Units;

(Iv) the KiP Mart Masai SPA dated 4 November 2016 entered between the Trustee on behalf
of KIP REIT and Enrich Assets Sdn Bhd for the purchase of KiP Mart Masai at a
purchase consideration of RM157,007,000.00, to be satisfied in cash and via the
issuance of Consideration Units;

(v) the KiP Mart Melaka SPA dated 4 November 2016 entered between the Trustee on
behalf of KIP REIT and Projek Impiana Sdn Bhd for the purchase of KiP Mart Melaka at a
purchase consideration of RM50, 168,000.00, to be satisfied in cash and via the issuance
of Consideration Units;

(vi) the KiP Mart Lavender Senawang SPA dated 4 November 2016 entered between the
Trustee on behalf of KIP REIT and Setia Wirajaya Sdn Bhd for the purchase of KiP Mart
Lavender Senawang at a purchase consideration of RM38,071 ,000.00, to be satisfied in
cash and via the issuance of Consideration Units;

(vii) the KiP Mart Tampoi SPA dated 4 November 2016 entered between the Trustee on
behalf of KIP REIT and Kipmart Tampoi Sdn Bhd for the purchase of KiP Mart Tampoi at
a purchase consideration of RM150,043,000.00, to be satisfied in cash and via the
issuance of Consideration Units;

(viii) the Retail Underwriting Agreement dated 15 December 2016 between the Manager, the
Promoters, the Trustee (as Trustee for KIP REIT) and the Underwriter in respect of the
underwriting of 13,500,000 Offer Units under the Retail Offering;

(ix) the facilities agreement for the Financing Facilities dated [.] between OCBC Bank
Malaysia Berhad and the Trustee, in respect of the Financing Facilities;

(x) the Property Management Agreement dated 5 December 2016 between the Manager,
the Trustee on behalf of KIP REIT and the Property Manager pursuant to which the
Property Manager will provide certain property management services for the Subject
Properties in consideration of a property management fee of RM12,000.00 per month;

(xi) the letter of undertaking for the General ROFR dated 5 December 2016 between the
Promoters and the Trustee on behalf of KIP REIT pursuant to which the Promoters will
grant the Trustee on behalf of KIP REIT a right of first refusal to purchase the retail
properties, including purpose built community-centric retail centres of similar concept to
the marts and those within mixed development or where such real estate is held through
a single purpose company, vehicle or entity established solely to own such real estate
including the shares or equity interest, as the case may be, for and on behalf of KIP
REIT;

222
(xii) the letter of undertaking for the Specific ROFR dated 6 December 2016 between the
Trustee on behalf of KIP REIT and Cahaya Serijaya Sdn Bhd pursuant to which Cahaya
Serijaya Sdn Bhd will grant the Trustee on behalf of KIP REIT a right of first refusal to
purchase KiP Mall Kota Warisan;

(xiii) the letter of undertaking for the Specific ROFR dated 6 December 2016 between the
Trustee on behalf of KIP REIT and Genuine Icon Sdn Bhd pursuant to which Genuine
Icon Sdn Bhd will grant the Trustee on behalf of KIP REIT a right of first refusal to
purchase KiP Mart Kuantan;

(xiv) the letter of undertaking for the Specific ROFR dated 6 December 2016 between the
Trustee on behalf of KIP REIT and Bintang Sinarmas Sdn Bhd pursuant to which Bintang
Sinarmas Sdn Bhd will grant the Trustee on behalf of KIP REIT a right of first refusal to
purchase KiP Mart Sri Sendayan;

(xv) the letter of undertaking for the Specific ROFR dated 6 December 2016 between the
Trustee on behalf of KIP REIT and Senz Yang Realty Sdn Bhd pursuant to which Senz
Yang Realty Sdn Bhd will grant the Trustee on behalf of KIP REIT a right of first refusal
to purchase KiP Mart Sungai Buloh;

(xvi) the letter of undertaking for the Specific ROFR dated 6 December 2016 between the
Trustee on behalf of KIP REIT and Setia Serijaya Sdn Bhd pursuant to which Setia
Serijaya Sdn Bhd will grant the Trustee on behalf of KIP REIT a right of first refusal to
purchase KiP Mart Sungai Petani;

(xvii) Assignment of Trade Marks Agreement dated 7 December 2016 between KIPMart
Management Sdn Bhd and the Trustee on behalf of KIP REIT for the assignment of the
"KiP Mart" trade mark, and Kippy and Tomato logos;

(xviii) Assignment of Trade Marks Agreement dated 7 December 2016 between KIP Mall
Management Sdn Bhd and the Trustee on behalf of KIP REIT for the assignment of the
"KiP Mall" trade marks;

(xix) Trade Marks Licence Agreement dated 7 December 2016 between the Trustee on behalf
of KIP REIT and KIPMart Management Sdn Bhd for the licence granted by the Trustee
on behalf of KIP REIT to KIPMart Management Sdn Bhd for the use of the "KiP Mart"
trade mark, and Kippy and Tomato logos; and

(xx) Trade Marks Licence Agreement dated 7 December 2016 between the Trustee on behalf
of KIP REIT and KIP Mall lVIanagement Sdn Bhd for the licence granted by the Trustee
on behalf of KIP REIT to KIP Mall Management Sdn Bhd for the use of the "KiP Mall"
trade marks.

223
14.3 SALIENT TERMS OF THE SPAs

14.3.1 Overview of the SPAs

Pursuant to the SPAs, the Trustee will acquire the Subject Properties from the Vendors
together with the Related Assets free from encumbrances but subject to, inter alia:

(i) all conditions of title and all restrictions-In-interest whether express or implied in
the master titles to the lands where the Subject Properties have been construed
upon; and

(ii) all the leases, tenancies and licences in respect of any part or parts of the
Subject Properties together with all the rights, benefits and obligations
thereunder.

The SPAs are interdependent and the Trustee is not obliged to complete the purchase of
either Subject Property unless the purchases of the Subject Properties are completed
concurrently under the SPAs.

14.3.2 Purchase Consideration

The total purchase consideration for the Subject Properties and the Related Assets
amounting to approximately RM580.3 million shall be satisfied by the Trustee in the
following manner:

(i) the issuance and allotment of 271,150,000 million Units at the issue price of
RM1.00 which shall be deemed fully paid and to be credited into the CDS
Account on the Completion Date of the SPAs or such other date as the parties
thereto may agree in writing; and

(ii) the balance of the purchase consideration of approximately RM309.1 million for
the acquisition of the Subject Properties and the Related Assets by way of cash
which shall, on the Completion Date of the SPAs, be paid firstly towards
settlement of the redemption sum required to redeem the Subject Properties
from the Vendors' lenders and the balance (if any) shall be paid to the Vendors in
their respective proportions.

14.3.3 Conditions Precedent

The sale, purchase and transfer of the Subject Properties are conditional upon, among
others:

(i) the receipt by the purchaser's solicitors of the written confirmation from the
Manager confirming that:

(a) the Manager and the Vendor have satisfied the relevant conditions,
variations or revisions imposed by SC and Bursa Securities in respect of
the acquisition of the Property and the Other Properties which are
capable of being satisfied up to the date of such written confirmation;
and

(b) the Vendor's satisfaction with the results of the bookbullding exercise;

("Manager's Confirmation")

(ii) the receipt by the purchaser of a statement from the Vendor's lenders that the
amount payable to the Vendor's lender for the release and discharge of the
securities created by the Vendor's lender ("Redemption Sum") does not exceed
the Cash Consideration;

224
(iii) the consent of the relevant State Authority for the transfer and charge of the land
having been obtained by the parties;

(iv) the approval of the Bursa Securities for the Listing having been obtained by the
Manager;

(v) the Prospectus for the Offering having been issued; and

(vi) the receipt by the Purchasers Solicitors of the Purchaser's certificate that the
Other Sale Agreements are, in essence and to the extent practicable, ready for
completion in accordance with its respective terms and conditions.

14.3.4 State Authority's Consents to Transfer the Subject Properties

Pursuant to the KiP Mart Melaka and KiP Mall Bangi SPA, KiP Mart Melaka and KiP Mall
Bangi has undertaken and covenanted to apply and to obtain the approval or no
objection of the State Authority in respect of the restriction-in-interest for the transfer of
KiP Mart Melaka and KiP Mall Bangi in favour of the Trustee on behalf of KIP REIT.

14.3.5 Completion

Subject to the fulfilment of the conditions precedent set out in Section 14.3.3 "Conditions
Precedents" of this Prospectus ("Completion Date"):

(1) all the rights, benefits and interests in all the tenancies and licences in respect of
the Subject Properties which are subsisting on the Completion Date of the SPAs
will be assigned by the Vendors to the Trustee;

(ii) all outgoings in respect of the Subject Properties shall be apportioned on the
Completion Date of the SPAs and the Vendors shall bear and settle the
outgoings due and payable up to the date immediately preceding the Completion
Date of the SPAs and the Trustee shall bear and settle the outgoings due and
payable on and from the Completion Date of the SPAs;

(iii) all income in respect of the Subject Properties shall be apportioned on the
Completion Date of the SPAs and the Vendors shall be entitled to all income
received by the Vendors and/or the Trustee for the period immediately preceding
the Completion Date of the SPAs and the Trustee shall be entitled to all income
received by the Trustee and/or the Vendors for the period on and from the
Completion Date of the SPAs; and

(iv) all security deposits, rental and other payments paid by the tenants to the
Vendors, on and after the Completion Date of the SPAs will be held on trust for
the Trustee and the Vendors will pay the same to the Trustee in accordance with
the terms of the SPAs.

14.3.6 Representations and Warranties

The Vendors have given specific representations and warranties relating to, among
others, the Subject Properties and the tenancies; and have agreed to indemnify the
Trustee against all losses, damages, costs, expenses and outgoings for a breach of such
representations and warranties.

225
14.4 SALIENT TERMS OF THE ROFRs

14.4.1 General ROFR

By a letter of undertaking dated 5 December 2016, the Promoters have undertaken to


the Trustee that with effect from the Listing Date and for so long as anyone of the
following applies:

(i) the Promoters either:

(a) remain as the holders, whether directly or indirectly of 50.0% or more of


the nominal value of all voting shares of the Manager ("Controlling
Shareholders"), whether directly or indirectly or such other manager of
KIP REIT as may be appointed from time to time; or

(b) remain as the holders who are entitled to exercise or control the
exercise of more than 33% of the voting units in KIP REIT ("Controlling
Unitholders") (as defined hereinafter) of KIP REIT, whether directly or
indirectly;

and

(ii) KIP REIT remains listed on Bursa Securities.

The Promoters shall not, and the Promoters shall use their best endeavours to ensure
that their Associates will not:

(i) dispose of any Relevant Asset without giving the right of first refusal to the
Trustee to purchase such Relevant Asset for and on behalf of KIP REIT; and

(ii) purchase any Relevant Asset which may in future be identified and targeted for
acquisition by the Promoters or any Associate,

without giving the right of first refusal to the Trustee to purchase such Relevant Asset for
and on behalf of KIP REIT.

Where the Trustee exercises this right and enters into a binding commitment to purchase
the Relevant Asset, such purchase shall be at the indicative price, or such other price as
the Trustee and the Promoter may agree in writing.

In the event that the Promoters or an Associate should sponsor a Malaysian retail
property fund for the development of a Relevant Asset, then the Promoters shall use
their best endeavours to procure such fund to grant a right of first refusal to the Trustee
to purchase any Relevant Asset which the said fund wishes to dispose of, for and on
behalf of KIP REIT.

226
14.4.2 Specific ROFR

By letters of undertaking dated 6 December 2016 the Registered Proprietors have


undertaken to the Trustee that with effect from the listing Date and for so long as any
one of the following applies:

(i) the Promoters either:

(a) remain as the Controlling Shareholders of the Manager, the


management company of KIP REIT or such other manager of KIP REIT
as may be appointed at any time or from time to time; or

(b) remain as the Controlling Unitholders of KIP REIT, whether directly or


indirectly;

and

(ii) KIP REIT remains listed on Bursa Securities,

the Registered Proprietors shall not dispose of KiP Mall Kota Warisan, KiP Mart
Sendayan, KiP Mart Sungai Buloh, KiP Mart Kuantan and KiP Mart Sungai Petani
without giving the right of first refusal to the Trustee to purchase the abovementioned
properties for and on behalf of KIP REIT.

Where the Trustee exercises this right and enters into a binding commitment to purchase
KiP Mall Kota Warisan, KiP Mart Sendayan, KiP Mart Sungai Buloh, KiP Mart Kuantan
and KiP Mart Sungai Petani, such purchase shall be at the indicative price, or such other
price as the Trustee and the registered proprietor may agree in writing.

For the purposes of this Section 14.4:

"Associate" means a person who falls under anyone of the following categories:

(i) a family member of a Promoter;

(ii) a trustee of a trust under which a Promoter or a family member of the Promoter is the
sole beneficiary;

(iii) a person who is accustomed or under an obligation, whether formal or informal, to act in
accordance with the directions, instructions or wishes of a Promoter;

(iv) a person in accordance with whose directions, instructions or wishes a Promoter is


accustomed or is under an obligation, whether formal or informal to act;

(v) a body corporate or its directors which/who is/are accustomed or under an obligation,
whether formal or informal, to act in accordance with the directions, instructions or
wishes of a Promoter;

(vi) a body corporate or its directors whose directions, instructions or wishes of which, a
Promoter is accustomed or under an obligation, whether formal or informal to act; or

(vii) a body corporate in which the Promoter is entitled to exercise, or control the exercise of,
not less than 15% of the votes attached to voting shares in the body corporate.

"Registered Proprietors" means the registered proprietor of the respective KiP Marts under the
ROFR; and

"Relevant Assets" means retail properties, including purpose-built community-centric retail


centres of similar concept to KiP Mart and those within mixed developments. Where such real
estate is held through a single purpose company, vehicle or entity (a "SPV") established solely to
own such real estate, the term "Relevant Asset" shall refer to the shares or equity interests, as
the case may be, in that SPV.

227
14.5 CONSENTS

(i) The written consents of the Trustee, the Principal Adviser, the Bookrunner, the
Underwriter, the principal bankers, the Issuing House, the legal advisers, the Property
Manager, the company secretary of the Manager, the Registrar and the Internal Auditor
to the inclusion in this Prospectus of their names in the manner and form in which such
names appear in this Prospectus have been given before the issue of this Prospectus
and have not subsequently been withdrawn.

(ii) The written consent of the Auditors/Reporting Accountants to the inclusion in this
Prospectus of their letter on the Profit Forecasts as well as the letter relating to the Pro
Forma Statement of Financial Position and their names in the manner, form and context
in which they appear have been given before the issue of this Prospectus and have not
subsequently been withdrawn.

(iii) The written consent of the Tax Consultants to the inclusion in this Prospectus of their
letter on taxation of KIP REIT and Unitholders and their names in the manner, form and
context in which they appear in this Prospectus have been given before the issue of this
Prospectus and have not subsequently been withdrawn.

(iv) The written consent of the Independent Property Valuer to the inclusion in this
Prospectus of their Valuation Certificates and their names in the manner, form and
context in which it appear in this Prospectus have been given before the issue of this
Prospectus and have not subsequently been withdrawn.

(v) The written consent of the Independent Property Market Consultant to the inclusion in
this Prospectus of their Independent Property Market Report and their names in the
manner, form and context in which they appear in this Prospectus have been given
before the issue of this Prospectus and have not subsequently been withdrawn.

14.6 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the
Manager, for a period of 12 months from the date of this Prospectus:

(i) the Deed;

(ii) the material contracts referred to in Section 14.2 "Material Contracts" of this Prospectus;

(iii) the Valuation Certificates as set out in Appendix A of this Prospectus as well as the full
valuation reports dated 3 May 2016 for the Subject Properties;

(iv) the Independent Property Market Report as set out in Appendix B of this Prospectus;

(v) the Tax Consultant's Letter on Taxation of KIP REIT and Unitholders as set out in
Appendix C of this Prospectus;

(vi) the Reporting Accountants' Letter on the Pro Forma Statement of Financial Position
as at its date of establishment as set out in Appendix D of this Prospectus;

(vii) the Reporting Accountants' Letter on the Profit Forecasts as set out in Appendix E of this
Prospectus; and

(viii) the letters of consent referred to in Section 14.5 "Consents" of this Prospectus.

228
14.7 RESPONSIBILITY STATEMENTS

(i) This Prospectus has been reviewed and approved by the Directors and the Promoters,
and they collectively and individually accept full responsibility for the accuracy of the
information. Having made all reasonable inquiries, they confirm to the best of their
knowledge and belief, there are no false or misleading statements, or omission of other
facts which would make any statement in this Prospectus false or misleading. Each of
the Directors and the Promoters accepts full responsibility for the Profit Forecasts
included in this Prospectus and confirm that the Profit Forecasts have been prepared
based on the assumptions made.

(ii) The information pertaining to the Trustee and the Property Manager were provided by
the management andfor directors of the Trustee and the Property Manager, respectively.
The responsibility of the Directors is therefore restricted to the accurate reproduction of
such relevant information as included in this Prospectus.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

229
APPENDIX A

VALUATION CERTIFICATES

CBRE IW'ULV
C H Williams Talhar & Wong Sdn Bhd (18149U)
30-01 30,h Floor
Menara Multi-Purpose
8 Jolon Munshi Abdullah
Our Ref: WTW/01N/001197A/15/LAI, WTW/13N/002728(B)/15/LH, POBox 12157
WTVV/04N/004705/15/ZA, WTW/04N/004706/15/ZA, 50100 Kuala lumpur
Malaysia
WTVV/04N/004707/15/WHP and WTVV/06N/001510/15/ARA
T +(603) 2616 8888
Date: 8 December 2016 F +(603) 2616 8899
E kualolumpur@cbre-wtw.com.my
W www.cbre-wtw.com.my
PRNATE & CONFIDENTIAL

KIP REIT MANAGEMENT SDN BHD


Level 33A, Menara 1MK
Kompleks 1 Mont Kiara
No.1 Jalan Kiara 1 Mont Kiara
50480 Kuala Lumpur, Malaysia

Dear Sirs

CERTIFICATE OF VALUATION OF SIX (6) PROPERTIES FOR THE PURPOSES OF SUBMISSION


TO THE SECURITIES COMMISSION MALAYSIA IN RELATION TO THE PROPOSED
ESTABLISHMENT AND LISTING OF KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT") ON
THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD CUIPO"}

In accordance with the instructions of KIP REIT Management Sdn Bhd, we, C H Williams Talhar &
Wong Sdn Bhd, have carried out a valuation on the above mentioned properties as at 1 March
2016 ON THE BASIS AS STATED IN DETAIL UNDER TERMS OF REFERENCE HEREIN for the
purposes of submission to the Securities Commission Malaysia in relation to the proposed
establishment and listing of KIP Real Estate Investment Trust C'KIP REIr') on the Main Market of
Bursa Malaysia Securities Berhad ("I PO") and for inclusion in the prospectus prepared for the IPO.

We have prepared and provided this Valuation Certificate which outlines key factors that have
been considered in arriving at our opinion of Market Value and reflects all information known by
us and based on present market conditions.

This valuation has been prepared in accordance with the Asset Valuation Guidelines issued by the
Securities Commission Malaysia and Malaysia Valuation Standards issued by the Board of Valuers,
Appraisers and Estate Agents, Malaysia.

The basis of the valuation is Market Value which is defined by the Malaysian Valuation Standards
(MVS) to be "the estimated amount for which an asset or liability should exchange on the date of
valuation between a willing buyer and a willing seller in an arm's length transaction after proper
marketing wherein the parties had each acted knowledgeably, prudently and without
compulsion".

This Certificate of Valuation should be read in conjunction with the full Report and Valuation.

CBRE-WTW Joint Venture



V(1)0010

A-1
CBREllAnfW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/OO1l97A/15/LAI, WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA.
WTW/04/V/OO4707/15/WHP and WTW/06/V/001510/15/ARA

Page 2

METHOD OF VALUATION

We have adopted the Investment Method as the primary method for this valuation exercise and
Comparison Method as a check method.

The Investment Method entails determining the net current annual income by deducting the annual
outgoings from the gross annual income and capitalising the net income by a suitable rate of return
consistent with the type and quality of investment to arrive at the market value.

The Comparison Method entails analysing recent transactions and asking prices of similar property in
and around the locality for comparison purposes with adjustments made for differences in location,
size, age and condition of building, tenure, title restrictions if any and other relevant characteristics to
arrive at the market value.

PROPERTY PORTFOUOS

KiP Mall Bangi, which formerly known as Bangi Utama Shopping Complex, is a traditional shopping
complex comprises departmental store, various types of retailers, entertainment zone and kiosks to
serve the local community. The complex has been operating since 1998.

KiP Marts, by concept, are not hypermarkets, superstores or departmental stores. It derives from the
idea of "a market for the community", traditionally seen in small towns or townships, where a wet
market surrounded by many stalls and shops operated by local small and medium traders, offering
products for daily family needs, for instance fresh produce, kitchen utensils, clothing, electrical and
electronic products, etc serving the surrounding communities and housing estates.

KiP Mart by itself, is not a trader. They are land owner and developer, which build, lease and manage
the building while providing value added services such as marketing, advertising and promotion and
other supports, to enable their tenants to trade their products in an environment that offers better
services and convenience, which are becoming the basic expectation of today's customers.

Today, the 'KiP Mart' name is an established name in Johor as a leading chain of Kompleks Pasar
Rakyat, a one-stop shopping centre catering to low-medium and medium income group especially for
fresh produce at low and affordable prices. This concept has been expanded to Senawang with the
commencement of business of KiP Mart Lavender Senawang in 2012.

The general business concept of KiP Mart is to help small- and medium-sized retail businesses, often
pushed out of competition by high rentals or brands with higher purchasing power, to grow and
provide employment to the locals. In addition, KiP Mart supports growing businesses by offering
flexible retail models, from a conventional shoplot to a stall or a kiosk to the tenants I retailers.

For more than 10 years, KiP Mart has expanded its portfolio to 7 properties from the first of its kind
retail concept store in Tampoi with the support from its loyal tenants. Likewise, the tenants have
benefited mutually leveraging on KiP Mart's network for expansion and business growth.

A-2
CBREI"'"
C H Williams Talhar & Wong Sdn Bhd (lB149-U)

Our Ref: WTW/Ol/V/001197A/1S/LAI, WTW/13/V/002728{B}/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510j15/ARA

Page 3

SUMMARY OF VALUE

L KiP Mall Bangi. held under Title No. HSD 36945. Lot PT 29330, RM130,OOO,OOO/-
Mukim of Kajang, District of Ulu Langat. Selangor
A five (5) storey shopping centre with one (1) level of mezzanine floor
and two (2) levels of basement car park
Ref: 197
2. KiP Mart Lavender Senawang, held under Title No. GRN 262080 RM 38,000,000/-
(formerly HSD 220819), Lot 61344 (formerly known as PT 6373).
Pekan Senawang. District of Seremban, Negeri Sembilan
A single storey retail centre with a mezzanine floor
. (Our Ref: WTW/1
3. KiP Mart Tampoi, held under Title No. HSD 452673, Lot PTD RM150,000,000/-
152711, Mukim of Pulai, District of Johor Bahru, Johor
A single storey retail centre with a mezzanine floor
Ref: WTW
4. Lot PTD RM157,OOO,OOO/-

KiP Mart Kota Tinggi, held under Title No. GRN 353762, Lot RM55,OOO,OOO/-
28861, Mukim of Kota Tinggi, District of Kota Tinggi. Johor
A single storey retail centre with a mezzanine floor
(Our Ref: WTW P)
6. KiP Mart Melaka, held under Title No. HSD 76142, Lot PT 6786, RMSO,OOO,OOO/-
Mukim of Bachang, District of Melaka Tengah, Melaka
A two (2) storey retail centre
r Ref: WTW

Yours faithfully
for and on behalf of
C H Williams Talhar & Wong Sdn Bhd

Sr HENG KIANG HA;-________


MBA (Real Estate), B.Surv (Hons) Prop.Mgt.
MRICS, FRISM, MPEPS, MMIPPM
Registered Valuer (V -486)

A-3
CBREI'WiNr
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/Vl002728(B)/15/LH,


WTW/04/V/004705/15/.ZA,WTW/04/V/OO4706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 4

CERTIFICATE OF VALUATION

IDENTIFICATION OF PROPERTY

Interest valued A five (5) storey shopping centre with one (1) level of mezzanine floor
and two (2) levels of basement car park

Address KiP Mall Bangi (formerly known as Bangi Utama Shopping Complex), No.
1, Jalan Medan Bangi, 43650 Bandar Baru Bangi, Selangor

Land Area 8,623 square metres (92,817 square feet)

Gross Floor Area 32,349 square metres (348,202.6 square feet)

Lettable Area'l 24,217.43 square metres (260,674 square feet)

Net Lettable Area 23,606.68 square metres (254,100 square feet)

No. of Car Park Bays 475 bays

Tenure Leasehold 99 years expiring on 14 July 2093


(Unexpired term of approximately 77 years)

Category of Land Use Building

Registered Owner LAI\IDASAN PRIMAMAJU SDN. BHD.


Note':
1) Lettable area includes kiosks located at common areas such as corridor and walkway that generates rental income which are
not included in the net lettable area as defined under the Uniform Method of Measurement of Bui/dings.

TERMS OF REFERENCE
As instructed, the valuation shall be conducted based on the following basis:-

1. THE INCOME AND OUTGOINGS OF THE SUBJECT PROPERTY ARE BASED ON THE TENANCY
SCHEDULE AS AT FEBRUARY 2016 AND OUTGOINGS (HISTORICAL AND PROJECTION)
PROVIDED TO US BY THE REGISTERED OWNER; AND

2. THE SUBJECT PROPERTY HAS A LETTABLE AREA OF 24,217.43 SQUARE METRES (260,674
SQUARE FEEn.

IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE INFORMATION AS


PROVIDED TO US WHICH ARE ASSUMED TO BE VAUD AND CORRECT. WE RESERVE THE RIGHT
TO MAKE AMENDMENTS (INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS
INVAUD.

A-4
CBREI"'"""
C H Williams Talhar & Wong Sdn Bhd (l8149.U)

Our Ref: WTW/Ol/V/001197A/lS/LAI, WTW/13/V/002728(B)/lS/lH,


WTW/04/V/00470S/1S/ZA,WTW/04/V/004706/1S/ZA,
WTW/04/V/004707/1S/WHP and WTW/06/V/001SIO/lS/ARA

Page 5

GENERAL DESCRIPTION

The subject property, which is known as KiP Mall Bangi (formerly known as Bangi Utama Shopping
Complex), is located within Bandar Baru Bangi, Selangor. It is located approximately 30 kilometres by
road to the south of Kuala Lum pur city centre.

Developments within the vicinity include Bangi industrial area, Bangi Golf Resort, Kawasan MIEL Bangi,
Selaman industrial park, Universiti Kebangsaan Malaysia and Kajang.

The subject property, a corner unit, is regular in shape, with a land area of 8,623 square metres (92,817
square feet). The subject site has a total frontage of approximately 56.383 metres onto Jalan Medan
Bangi and another frontage of approximately 168.810 metres on to Persiaran Kemajuan. The land is
generally flat and lies at the same level as the frontage metalled road.

Building

The building is constructed of reinforced concrete framework with reinforced concrete floors and
reinforced concrete slab. The facade is generally of plastered cement and aluminium panel curtain.

The subject property has been issued with Certificate of Fitness for Occupation (FO) by Majlis
Perbandaran Kajang bearing No. 0006 dated 17 August 1998. The age of building is approximately 18
years old.

We noted that the cinema on the fourth floor has ceased operation due to the local government
rejected the license for cinema in Bangi. We were made to understand by the registered owner that
they will convert the usage of cinema to other use in the near future.

During our site inspection, we noted that there were some kiosks or promotional stalls situated at the
entrance foyer. We also noted that there was an extension covered by awning and metal roller shutter
used as stalls was situated on the east of the subject building. According to Majlis Perbandaran
Kajang, the stalls along the driveway are not permissible and they have requested the owner to
remove it. Therefore, we have not considered the revenue generated from this area in our valuation.

We were made to understand by the current owner that the structure was built by the previous owner.
This structure has since been demolished.

OCCUPATION

Based on the tenancy schedule as at February 2016 provided to us by the registered owner, the
subject property has an occupancy rate of approximately 89.42% or 233,086 square feet of the total
lettable area of 260,674 square feet.

There is no tena nt related to the owner.

A- 5
CBREI1IW1Mr
C H Williams Talhar & Wong Sdn Bhd (lB149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/lS/LH,


WTW/04/V/00470S/15f,ZA,WTW/04/V/004706/1S/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/1S/ARA

Page 6

TENANCY PROFILE

As at the date of valuation, KiP Mall Bangi is tenanted to various retailers. The tenancy profile by
lettable area is as follows:-

Chart 1 Tenanc Profile by Lettable Area

mil Anchor Tenant


Mini Anchor
m En't"ert:airHTlent
Retail Lo'l:s
IIIIIl<iosks

(Source: Tenancy Schedule as at February 2016)

Based on the tenancy schedule provide by the registered owner, most of the tenancies are short term
tenancies of 3- to 6-month term, with an option to renew on similar terms subject to rent review. We
understand from the registered owner that this practice was adopted by the previous owner.
Subsequent to the acquisition of the property, the registered owner has been converting these
tenancies to a longer period of 1- to 3- year upon renewal of these tenancies.

The tenancy expiry profile of KiP Mall Bangi is as follows:-

Chart 2 Tenancy Expiry Profile by Lettable Area

1
140
,00051 I
120.oo05f i
I
100,000sf I
!
80,OOOsf I
!
I
60,000 sf '
;
40,000 sf !
20,00051

Osf
2016 2017 2018 2019

(Source: Tenancy Schedule as at February 2016)

A-6
CBREIW1fWW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/OO4705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WH P and WTW/06/V/001510/15/ARA

Page 7

TENANCY PROFILE (Cont'd)

KiP Mall Bangi has been established since year 1998, the tenant's year in business by number of
tenants is as follows:-

,Chart 3 T_e_na_nt_'s Year in Business by Number of Tenan.--"t,-s_ _---,


Illyear .>1 M5years BSI0years a>lOyears

(Source: Tenancy Schedule as at February 2016)

OUTGOINGS

The average outgoings analysed from the Profit & Loss Account as provided to us are as follows:-

We noted that the average monthly outgoings from Year Jul' 12 to Jun' 14 were higher than Year Jul'
14 to Jun' 15 as the renovation work such as installation of aluminium panels for the fa<;ade was
carried out during these periods. We have adopted the average outgoings excluding the major capital
expenditure but including additional provision at RM1.29 per square foot per month.

The outgoings adopted is about 20% higher than the projection by the registered owner which we
think is fair.

PLANNING PROVISIONS

The subject property is designated for commercial building use as per the Express Condition in the
document of title.

A-7
CBREllAriNW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/OO1l97A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 8

ACQUIsmON DETAILS

It is stated in the Sale and Purchase Agreement dated 2 December 2014 that the Vendor, DUNIA
RAVA ENTERRPISE SDN. BHD. had agreed to sell and the Purchaser, LANDASAN PRIMAMAJU
SDN. BHD. had agreed to purchase the subject property held under H.S.(D) 36945, Lot P.T. 29330,
Mukim Kajang, District of Ulu Langat, Selangor measuring approximately 8,623 square metres in area
together with a five (5) storey shopping complex with two (2) levels of basement car park erected
thereon, known as Bangi Utama Shopping Complex with net lettable area of 254,000 square feet
subject to the terms and conditions stipulated therein. The subject property was transacted at
RM120,OOO,OOO/- as stated in the above-mentioned agreement.

We were made to understand by the registered owner that the transaction is not a related party
transaction. We also noted after the change of management, there is no major renovation or
refurbished cost incurred to the subject property.

VALUE CONSIDERATION

Investment Method

The parameters adopted in the investment method are as follows:-

concluded rentals of similar retail


centres in the localities.
Average Monthly RM1.29 psf 5.0% increment Considered the current outgoings
Outgoings based on the analysis of past years
record and nrr'l,,,,r1c,nn
Void 10.0% We have adopted 10,0% void for
rent free period and risk of vacancy
and uncerta'
Capitalisation Rate 6.5% 7.0% Based on the recent transactions of
selected retail centre in Klang
Valley, the yields range from 6.49%
to 6.73%

Taking into consideration the


tenure and location of the subject
property, we have adopted the
yield at 6,5% and 7.0% for current
and reversion

A- 8
CBREI~
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 9

VALUE CONSIDERATION (Cont'd)

Investment Method (Cont'd)

In undertaking our assessment of the market rent upon reversion, we have considered various factors
such as market conditions, location and accessibility, tenant mix, building condition, size, past and
existing occupancies, quality of the tenant and carefully assessed the current tenancy profile.

We have considered the average of current passing rental as a base to arrive at our reversionary
rental.

Based on analysis of the past and current contractual rentals of the subject property, the rental is on
upward trend upon renewal of the tenancies.

We were given to understand that majority tenants which are on the short term tenancy (6 months)
have renewed their tenancy for another term at the same rental rate. The management will execute a
longer tenancy term with them upon expiry by end of Year 2016 with new tenancy terms.

In view of the above, we have adopted a fixed 5% increment upon reversionary as a fair
representation, reasonable and is line with other similar retail centres in the localities.

The average gross rentals adopted for the term and reversionary are tabulated as follows:-

Selected retail centres yield located within Klang Valley are in the region of approximately 6.49% to
6.73%.

Summary of Yield by Major Retail Centres in Klang Valley:-

Source: WTW Research

We have thus adopted a yield of 6.50% for current term and 7.00% under the reversionary period, to
be fair after having taking into consideration of the location, age, building design and current
tenancy profiles of the subject property.

A- 9
CBREI'W1fWW
C H Williams Talhar &Wong Sdn Bhd (18149-U)

Our Ref: WTW/0l/V/001197A/15/LAI. WTW/13N/002728(B}!15/LH.


WTW/04N/004705/15/ZA.WTW/04N/004706/15/ZA.
WTW/04N/004707/15/WHP and WTW/06N/001510/15/ARA

Page 10

VALUE CONSIDERATION (Cont'd)


Comparison Method
In arriving at the market value of the subject property based on Comparison Method, we have
considered three transactions of retail/shopping malls within the immediate and surrounding
localities.

The com parables are as follows:-

Subang Avenue Shopping


Building Name KL Festival City Mall Citta Mall
Com
Subang Avenue Shopping KL Festival City Mall, Jalan
No.1, Jalan PJU 1A/48,
Complex, Jalan Kemajuan Taman Ibu Kota, Taman
Location 47301 Petaling Jaya,
Subang, Subang Jaya, Danau Kota, Setapak,
Selangor, Malaysia
Selan Kuala Lum r
An Open-Air Shopping
Five (5) levels of retail Mall covers three (3)
units and three (3) levels 3 Level Shopping Mall and floor, excluding the
Type
of basement car park (680 a Basement Carpark basement and rooftop
bays) covered with 800 car

Leasehold 99 years Leasehold 99 years


Tenure of Parent
Freehold expiring on 20 November expiring on 4 September
Title:
2106 P: 92 2097 : 86
Estimated Net
213,354 487,342 426,006
Lettable Area
Date 27-Feb-15 19-Aug-14 22-Nov-ll
Sime Darby Brunsfield
Vendor Properties Holding Sdn Festival City Sdn Bhd CITTA Sdn Bhd
Bhd

Festiva Mall Sdn Bhd and


Purchasers Attic Holdings Sdn bhd
Asia Mall Sdn Bhd

RM654 psf RM716 psf RM570 psf

Adjustment on time factor, location, accessibility, age and condition of building,


Adjustments
of build tenu size, stand-alone / strata
usted Value RM555 psf RM504 psf

It is noted that the analyzed values range from RM504 to RM555 per square foot. We have adopted
Comparable 1 as the most appropriate comparable as it is the latest transaction for the similar type of
properties. We have adopted RM510 per square foot over the net lettable area in our valuation and
the market value for the subject property is at RM130,OOO,OOO/-.

A- 10
CBREI","""
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/OO4705/15/ZA,WTW/04/V/OO4706/15/ZA,
WTW/04/V/OO4707/15/WHP and WTW/06/V/001510/15/ARA

Page 11

Reconciliation of Value

The market value for the subject property derived from both Investment Method and Comparison
Method are shown as follows:-

Investment Method RM130,OOO,OOO/-


Comparison Method RM130,OOO,OOO/-

We have adopted the market value derived from Investment Method as a fair representation of the
market value of the subject property in view of the fact that the subject property is an income
generating property.

VALUATION

In our opinion, the market value of the subject property as at 1 March 2016 ON THE BASIS AS
STATED IN DETAIL UNDER THE TERMS OF REFERENCE HEREIN free from all encumbrances is
RM130,OOO,OOO/- (Ringgit Malaysia: One Hundred And Thirty Million Only).

Yours faithfully
for and on behalf of
C H Williams Talhar & Wong Sdn Bhd

~f.f)
~
Sr HENG KIANG HAl ------
MBA (Real Estate), B.surv (Hans) Prop.Mgt.
MRICS, FRISM, MPEPS, fill MIPPM
Registered Valuer (V-486)

A -11
CBREIWViIiVW
C H Williams Talhar &Wong Sdn Bhd (18149-U)

Our Ref: WTW/01N/001197A/15/LAI. WTW/13N/002728(B)/15/LH.


VVTW/04N/004705/15/ZA.WTW/04N/004706/15/ZA.
WTW/04N/004707/15/WHP and WTW/06N/001510/15/ARA

Page 12

IDENTIFICATION OF PROPERTY

Interest Valued A single storey retail centre with mezzanine floor known as
KiP Mart Lavender Senawang

Address No.1, Jalan KLS 1, Lavender Heights, 70450 Seremban, Negeri


Sembilan

Land Area 40,730 square metres


(438,414 square feet or 10.0646 acres)

Gross Floor Area 16,266.90 square metres


( 175,095 square feet)

Lettable Area'! 10,743.32 square metres


(115,640 square feet)

No. of Car Park Bays 584 bays

Tenure Term in Perpetuity (Freehold)

Category of Land Use Building

Registered Owner SETIA WIRAJAYA SDN. BHD.

Note*:
1) Lettable area includes kiosks located at common areas such as corridor and walkway that generates rental income
which are not included in the net lettable area as defined under the Uniform Method of Measurement of Buildings.

TERMS OF REFERENCE

As instructed, the valuation is carried out based on the following BASIS:-

1. THE INCOME AND OUTGOINGS OF THE SUBJECT PROPERTY ARE BASED ON THE
TENANCY SCHEDULE AS AT 29 FEBRUARY 2016 AND OUTGOINGS (HISTORICAL AND
PROJECTION) PROVIDED TO US BY THE REGISTERED OWNER; AND
2. THE SUBJECT PROPERTY HAS A LETTABLE AREA OF 10,743.32 SQUARE ME"rRES
(115,640 SQUARE FEET).

IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE INFORMATION AS


PROVIDED TO US WHICH ARE ASSUMED TO BE VAUD AND CORRECT. WE RESERVE THE
RIGHT TO MAKE AMENDMENTS (INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE
BASIS IS INVAUD.

A - 12
CBREI"""'"
C H Williams Talhar & Wong Sdn Bhd (lB149.U)

Our Ref: WTW/01/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WH P and WTW/06/V/001510/15/ARA

Page 13

GENERAL DESCRIPTION

The subject property is situated at Jalan KLS 11 Lavender Heights, Seremban, Negeri Sembilan.

It is located about 12 kilometres by road to the north-west of Seremban town centre.

The property is easily accessible from Seremban town centre by way of Seremban-Kuala Pilah
main road, Persiaran Senawang 11 Persiaran Bunga Raya 1 and thereafter onto Jalan KLS 1 leading
to the subject property.

The site with a land area of 40,730 square metres (approximately 438,414 square feet or 10.0646
acres}1 is near trapezoidal in shape. It has a total frontage of approximately 174.609 metres onto
Persiaran Bunga Raya 1 at its southern boundary.

The land is generally flat in terrain and lies slightly higher than the level of the existing frontage
metalled service road along its southern boundary.

The site where not built upon, is generally covered and improved with tarmac, driveway or
l

landscaped. Proper pre-cast concrete drainage system and car parking bays are provided within
the subject site.

Buildings

The subject building is constructed of reinforced concrete/steel framework plastered brickwalls


l

with metal cladding sheets, reinforced concrete floor slabs and a steel framed pitched roof
covered with metal roofing sheets. It has a ground to eaves height of about 8.0 metres with jack
roof of about 12.97 metres from the ground.

The subject property has been issued with Certificate of Completion and Compliance (CCC) by Ar
Siow Chien Fu vide Reference No. LAM/NS/No. 1190 dated 18 December 2012. The age of
building is approximately 3 years old.

OCCUPATION

Based on the tenancy schedule as at 29 February 2016 provided to us, the subject property has an
occupancy rate of approximately 82.19% or 95,042 square feet of the totallettable area of 115 /640
square feet.

A-13
CBREIWWiNr
C H Williams Talhar & Wong Sdn Bhd (18149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/OO4707/15/WHP and WTW/06/V/001510/15/ARA

Page 14

TENANCY PROFILE

As at the date of valuation, KiP Mart Lavender Senawang is tenanted to various types of retailers. The
category of tenant comprises anchor/mini anchor! wet market, retail, F&B and food court kiosk and
promotion space. In general, the tenancy trade profile by lettable area and gross rental income are
represent as follows:-

Chart 1 Tenancy Profile by Lettable Area

60.19%

Anchor/Mini Anchor Wet Market , Retail f&H and food court Kiosk

(Source: Tenancy Schedule as at 29 February 2016)

Chart 2

.. !\iosk

(Source: Tenancy Schedule as at 29 February 2016)

Vide the tenancy list provided by the registered owner, most of the anchor/mini anchor tenants and
retail tenants have been agreed for 2-year to 3-year term, with an option to renew for further similar
terms subject to rent review. As stated in the sample Tenancy Agreements, the revised monthly rent
upon renewal shall not be less than the monthly rent presently payable for the term period.

A-14
CBREI1RfinAr
C H Williams Talhar & Wong Sdn Bhd (18149U)

Our Ref: WTW/Ol/V/OO1197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/OO4705/15/ZA,WTW/04/V/OO4706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/OOI510/15/ARA

Page 15

TENANCY PROFILE (Cont'd)

Tenancies for partial of the tenants (save for anchor/mini anchor tenants and retail tenants) have been
agreed for i-year term whilst the remaining tenants are considering for monthly basis tenancies. The
tenancy expiry profile of KiP Mart Lavender Senawang is as follows:

Chart 3 Tenanc
4S,(XJO "42,045"

40,000

35,000
4?
.[ 30/lOt)

31

2019

(Source: Tenancy Schedule as at 29 February 2016)

OUTGOINGS

The average outgoings analysed from the Profit & Loss Account as provided to us are as follows:-

We have adopted the average outgoings at RM1.90 per square foot per month after considering the
past outgoings as well as the projection by the registered owner as the mart is still new.

PLANNING PROVISIONS

The subject property is designated for commercial building use as per the Express Condition in the
document of title.

A 15
CBREI~
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B}/15/lH,


WTVV/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTVV/04/V/004707/15/WHP and WTW/06/V/OOI510/15/ARA

Page 16

VALUE CONSIDERATION

Investment Method

The following table outlines the historical of KiP Group Average Occupancy as per the information
provided to us by the registered owner.

For Year Ended 2005 2006 2007 2008 2009 2010


KiP Mart Tampoi 73.50% 75.60% 73.80% 79.70% 84.30% 86.90%
KiP Mart Kota Tinggi - - - - 89.30% 87.70%
KiP Mart Masai - - - - -
For Year Ended 2011 2012 2013 2014 2015
KiP Mart Tampoi 93.80% 99.10% 98.90% 98.40% 96.20%
KiP Mart Kota Tinggi 92.20% 99.30% 96.70% 96.60% 96.50%
KiP Mart Masai 98.10% 98.50% 98.70% 99.00% 98.30%

Based on our survey, the occupancy rates of selected hypermarket in Senawang are in the range of
80% to 90%. Therefore, we have adopted a void allowance of 10% for the reversionary term for
vacancy periods, marketing and rent free periods offer to the new tenants.

The parameters adopted in the investment method are as follows:-

Average Monthly Rental RM3.02 psf RM3.82 psf Considered the current rental and
concluded rentals of similar retail
centres in the localities.
Average Monthly RM1.90 psf 5.0% increment Considered the current outgoings
Outgoings based on the analysis of past years
record and outgoings of selected
retail centres.
Void 10.0% Adopted 10.0% void for rent free
period and risk of vacancy and
uncertai
Capitalisation Rate 6.25% 6.75% Based on the recent transactions of
selected retail centre and hypermarket
in Johor Bahru, Penang and Negeri
Sembilan, the yields range from 6.00%
to 7.50%.

Taking into consideration the tenure


and location of the subject property,
we have adopted the yield at 6.25%
and 6.75% for current and reversion

A-16
CBREI1IIIinAr
C H Williams Talhar & Wang Sdn Bhd (18149U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/OOI510/15/ARA

Page 17

VALUE CONSIDERATION (Cont'd)

Investment Method (Cont'd)

In undertaking our assessment of the market rent upon reversion, we have considered various factors
such as market conditions, location and accessibility, tenant mix, building condition, size, past and
existing occupancies, quality of the tenant and carefully assessed the current tenancy profile.

We have considered the average passing rental as a base to arrive at our reversionary rental. Based on
analysis of the past and current contractual rentals of the subject property, the term rental rates for
key tenants were remained unchanged or with slight increased about 3% to 10% during the rent
review upon renewal of the tenancies.

Kip Mart Lavender Senawang has been operating for about three (3) years. The rental is still unstable
and relatively low as compared to the mature mall.

Our assessment of the market rent of KiP Mart Lavender Senawang upon reversion is referring to the
analysis of KiP Group performance in Tampoi, Masai and Kota Tinggi upwards past years rental trend
which we noted upward rental growth of approximately 1% - 6% for every year.

We also noted that from the sample Tenancy Agreements, it states that the revised monthly rent upon
renewal shall not be less than the monthly rent presently payable for the term period.

Based on our analysis of the current contractual rentals of the subject property, the term rental rates
for key tenants have been increased for 3% to 10% during the rent review upon renewal of the
tenancies. In view of the above, we have adopted a fixed 5% increment upon reversionary as a fair
representation, reasonable and is in line with other similar retail centres in the localities.

A-17
CBREI","""
C H Williams Talhar &Wong Sdn Bhd (l8149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI. WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 18

VALUE CONSIDERATION (Cont'd)

Investment Method (Cont'd)

The yield analysis of selected retail centres and hypermarkets based on the past and recent
transactions is tabulated as follows:-

Jalan Persiaran Persiaran S2/B7, Jalan Baru, Jalan Bukit Indah 15,
Tanjung, Seremban 2, Bukit Mertajam, Taman Bukit Indah,
Taman Cempaka, 70300 Seremban, Pulau Pi nang 81200 Johor Bahru,
81200 Johor Bahru, Negeri Sembilan Johor

RM5.39 pst RM3.25 psf RM2.20 pst


Average Gross N/A
(Actual income) (Leaseback rental) (Actual income)
Rental
Estimated
6.00% 6.50% * 7.50%
Net Yield
Note: 'As per the announcement made by AmFirst Real Estate Investment Trust

The yields of individual retail centre are dependent on many factors including location, tenure, tenant
profile, catchment population, occupancy rate and the size of the building. The above yield analysis
reveals that, the yield trend of retail centres in Johor Bahru have been declining from 2010 to 2015.
Our research on the yield trend revealed that yields of retail space are under further compression due
to the moderate Malaysia economy growth, slower capital market activity and impending supply of
retail space to come on stream in the short term.

The analysed yields of retail centres and hypermarkets transacted over the past one year in Johor
Bahru, Penang and Negeri Sembilan are in the region of about 6.00% to 7.50%.

The subject property is held under freehold tenure. As such we have adopted the current and
reversionary yields for the subject property at 6.25% and 6.75%, respectively.

A- 18
CBREllIrinN
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/01/V/001197A/15/LAI, WTW/13/V/002728(B)!15/LH.


WTW/04/V/004705/15/ZA. WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WH P and WTW/06/V/001510/15/ARA

Page 19

VALUE CONSIDERATION (Cont'd)

Comparison Method
In arriving at the market value of the subject property using the Comparison Method, we have
considered the following transactions of retail centre as well as hypermarket in Johor Bahru, Penang
and Negeri Sembilan. The comparables are as follows:-

Mydin @ Seremban Mydin @ Bukit


@ Mart Kempas Tesco Bukit Indah
Building Name 2 Merta m
Jalan Persia ran Persia ran S2/B7, Jalan Bukit Indah 15,
Jalan Baru, Bukit
Tanjung, Taman Seremban 2, 70300 Taman Bukit Indah,
Location Mertajam, Pulau
Cempaka, 81200 81200 Johor Bahru,
Pi nang
JohorBa Johor

Leasehold 99 years
expiring on 23 In perpetu ity In perpetuity In perpetuity
2106
9,112.89 sq. m 40,003.55 sq. m 49,843.18 sq. m
Lettable Area

Date 02/04/2015 27/04/2015 15/04/2015 24/08/2010


Mydin Wholesale
Damansara Assets Mydin Mohamed Bukit Indah (Johor)
Vendor Cash and Carry Sdn
Sdn Bhd Holdings Berhad Sdn Bhd
Bhd
AmanahRaya AmanahRaya
Maybank Trustees
Trustees Bhd Trustees Bhd OSK Trustees Bhd
Purchaser Bhd (Trustee for
(Trustee for AI- (Trustee for Axis REIT)
Am FIRST REIT)
Salam R

RM7,133/- RM5,999/- RM5,016/- RM3,484/-

RM324/-

We have analysed the above sales evidences and made diligent adjustments for the factors which
affecting value such as location, tenure, size, tenant mix, market conditions and other relevant
characteristics to arrive at the fair value.
From the analysis, the adjusted values range from RM364/- to RM613/- per square foot. Having
regard to the foregoing, we have adopted RM360/- per square foot based on Comparable 1, being
the most similar type of retail property.

A-19
CBREllIInMr
C H Williams Talhar & Wong Sdn Bhd (18149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/00470G/15/ZA,
WTW/04/V/004707/15/WHP and WTW/OG/V/001510/15/ARA

Page 20

Reconciliation of Value

The market value for the subject property derived from both Investment Method and Comparison
Method are shown as follows :-

Investment Method - RM38,000,OOO/-


Comparison Method - RM42,OOO,OOO/-

We have adopted the market value derived from Investment Method as a fair representation of the
market value of the subject property in view of the fact that the subject property is an income
generating property.

VALUATION

In our opinion, the market value of the subject property as at 1 March 2016 ON THE BASIS AS
STATED IN DETAIL UNDER THE TERMS OF REFERENCE HEREIN free from all encumbrances is RM
38,000,000/- (Ringgit Malaysia: Thirty Eight Million Only).

Yours faithfully
for and on behalf of
C H Williams Talhar & Wong Sdn Bhd

Sr HENG KIANG HAl


MBA (Real Estate), B.Surv (Hons) Prop.Mgt.
MRICS, FRISM, MPEPS, MMIPPM
Registered Valuer (V-486)

A- 20
CBRE[wtnrW
C H Williams Talhar & Wong Sdn Bhd (l8149-U)

Our Ref: WTW/Ol/V/001197A/1S/LAI. WTW/13/V/002728(B)/1S/LH.


WTW/04/V/00470S/1S/ZA.WTVV/04/V/004706/1S/ZA,
WTW/04/V/004707/1S/WHP and WTW/06/V/001S10/1S/ARA

Page 21

IDENTIFICATION OF PROPERTY

Interest Valued A single storey retail centre with a mezzanine floor known as KiP
Mart Tampoi

Address Lot PTO 152711, Jalan Titiwangsa 1, Taman Tampoi Indah, 81200
Johor Bahru, Johor

Land Area 42,010 square metres (452,191 square feet)

Gross Floor Area 21,768.99 square metres (234,321 square feet)

Lettable Area *1 15,200.20 square metres (163,615 square feet)

No. of Car Park Bays 579 bays

Tenure Leasehold 99 years expiring on 24th September 2092


(Unexpired term of approximately 76 years)

Category of Land Use Building

Registered Owner KlPMART TAMPOr SON BHO

Note*;
1) Lettable area includes kiosks located at common areas such as corridor and walkway that generates rental income
which are not included in the net lettable area as defined under the Uniform Method of Measurement of Buildings.

TERMS OF REFERENCE

As instructed, the valuation is carried out based on the following BASIS:-

1. THE INCOME AND OUTGOINGS OF THE SUBJECT PROPERTY ARE BASED ON THE TENANCY
SCHEDULE AS AT FEBRUARY 2016 AND OUTGOINGS (HISTORICAL AND PROJECTION)
PROVIDED TO US BY THE REGISTERED OWNER; AND

2. THE SUBJECT PROPERTY HAS A LETTABLE AREA OF 15,200.20 SQUARE METRES (163,615
SQUARE FEET).

IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE INFORMATION AS


PROVIDED TO US WHICH ARE ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT
TO MAKE AMENDMENTS (INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS
INVALID.

A- 21
CBREI"""",,
C H Williams Talhar &Wong Sdn Bhd (lB149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA,
WTW/04/V/OO4707/15/WHP and WTW/06/V/001510/15/ARA

Page 22

GENERAL DESCRIPTION

The subject property, which is known as KiP Mart Tampoi, is located along Jalan Skudai Lama within
Taman Tampoi Indah, at about 12 kilometres due north-west of the Johor Bahru city centre.

The surrounding area of Taman Tampoi Indah is generally developed with mixed residential,
commercial and industrial developments.

Adjoining to the immediate north-west is the KiPARK serviced apartments currently known as KiP Villa
Apartment.

Paradigm Mall (previously known as Kemayan City) is located to the east across the Skudai Highway
and is being redeveloped as a retail, service apartment and hotel development. An on-going serviced
apartment development named The Platino is located next to Paradigm Mall. Other new landmarks
within the locality are the Greenfield Regency serviced apartment and Danga Utama development
featuring 3-storey shopoffices and 6-storey commercial towers.

The subject site is near regular in shape with a provisional land area of about 42,010 square metres
(10.381 acres).

It is bounded by Jalan Skudai Lama and two (2) petrol stations along its approximate north-eastern
and eastern boundaries and Persiaran Titiwangsa Utama along its southern boundary.

The land is generally flat in terrain but lies slightly lower than Jalan Skudai Lama.

Building

The building is basically constructed of steel framework encased with plastered brickwalls, reinforced
concrete floor and a jack roof with steel trusses covered over with metal roofing sheets interspersed
with fibreglass translucent sheets. The upper portion of the wall is enclosed with cement boards. The
lower portion is partly enclosed with plastered brickwalls and partly open-sided.

The building has been issued with Certificate of Fitness for Occupation ("CFO") by Majlis Bandaraya
Johor Bahru bearing Certificate No. 368/2004 dated 23 December 2004 whilst the extension is issued
with a Certificate of Completion and Compliance ("CCe) dated 20 November 2014. The age of
building is approximately 12 years old.

A- 22
CBREI1AI'I1IW
C H Williams Talhar & Wong Sdn Bhd (l8149-U)

Our Ref: WTW/01N/001197A/15/LAI, WTW/13N/002728(B)/15/LH,


WTW/04N/004705/15/ZA,WTW/04N/004706/15/ZA,
WTW/04N/004707/15/WHP and WTW/06N/001510/1S/ARA

Page 23

OCCUPATION

Based on the tenancy schedule as at February 2016 provided to us by the registered owner, the
subject property has an occupancy rate of approximately 95_7% or 156,547 square feet of the total
lettable area of 163,615 square feet.

We noted that there are one tenant is related to the owner with a total lettable area of 6,076 square
feet (3.7%).

TENANCY PROFILE

As at the date of valuation, KiP Mart Tampoi is almost fully tenanted to various types of retailers. The
category of tenant comprises wet market, anchor/mini anchor, retail, kiosk, car promotion, food court
and so on. In generat the tenancy trade profile by lettable area and rental income are represent as
follows:-

Chart 1 Tenancy Profile by Lettable Area

4%
IIIl Wet Market

IIIl Anchor I Mini Anchor

IIIlRetail

Kioks

III Food Court

IIIIi Car Promotion

IIIl Others

(Source: Tenancy Schedule as at February 2016)

Chart 2 Tenancy Profile by Gross Rental Income

3% 4% 2%
1liii-Wet Market

IIIl Anchor / Mini Anchor

Retail

Kiol<s

I11III Food Court

IIIIi Car Promotion

Others

(Source: Tenancy Schedule as at February 2016)

A-23
CBREIWInW
C H Williams Talhar & Wong Sdn Bhd (lB149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 24

TENANCY PROFILE (Cont'd)

Vide the tenancy schedule provided by the registered owner, most of the tenancies have been agreed
for 2-year to 3-year term, with an option to renew for further similar terms subject to rent review. As
stated in the sample Tenancy Agreements provided to us, the revised monthly rent upon renewal shall
not be less than the monthly rent presently payable for the term period.

The tenancy expiry profile of the KiP Mart Tampoi is as follows:-

Chart 3 Lettable Area


90,000 sf
80,000 sf
70,000 sf
GO,OOO sf
50,000 sf
40,000 sf
30,000 sf
20,000 sf
1'0,000 sf
o sf
2016 2017 2018

(Source: Tenancy Schedule as at February 2016)

Chart 4 Tenancy Expiry by Gross Rental Income


r~

I ~2016
!!ll2017
1112018

(Source: Tenancy Schedule as at February 2016)

The tenant profile by number of years in business under the KiP Mart Tampoi is as follows:-

Chart 5 Tenant's Years in Business Lettable Area

'1 - 5 yrs

5-'10yrs

10yrs &
above

(Source: Tenancy Schedule as at February 2016)

A-24
CBREI",""",
C H Williams Talhar & Wong Sdn Bhd (lB149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI. WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 25

OUTGOINGS

The average outgoings analysed from the Profit & Loss Account as provided to us are as follows:-

(Source: The management of KiP Group)


Note: * Based on lettable area of 140,275 sf
** Based on lettable area of 164J76 sf (inclusive the extension of 24,501 sf lettable area)
*** Based on lettable area of 163,615 sf

We noted that the average monthly outgoings from Year Jul' 13 to Jun' 14 were higher as the
extension work was carried out during these periods.

Investigation also made on annual outgoings of other similar retail centres and necessary adjustments
were made before arriving at the fair outgoings for the subject property. We have compiled the
following outgoings rate for other similar retail centres as comparables:-

Based on the above analysis, we have adopted the monthly outgoings for the subject property at
RM2.S0 per square foot of which is in line with the industry standard.

PLANNING PROVISIONS

The subject property is designated for commercial building use as per the Express Condition in the
document of title.

A- 25
CBREI"'"
C H Williams Talhar & Wong Sdn Bhd (18149U)

OUf Ref: WTW/01N/001197A/15/LAI, WTW/13N/002728(B}/15/LH.


WTW/04N/004705/15/ZA,WTW/04N/004706/15/ZA,
WTW/04N/004707/15/WHP and WTW/06N/001510/15/ARA

Page 26

VALUE CONSIDERATION

Investment Method
The parameters adopted in the investment method are as follows:-

concluded rentals of similar retail


centres in the localities.
Average Monthly RM2.50 psf 5.00% increment Considered the current outgoings
Outgoings based on the analysis of past years
record and outgoings of selected
retail centres.
Void 5.00% We have adopted 5.00% void for rent
free period and risk of vacancy and

Capitalisation Rate 6.50% 7.00% Based on the recent transactions of


selected retail centre and
hypermarket in Johor Bahru, Penang
and Negeri Sembilan, the yields
range from 6.00% to 7.50%.

Taking into consideration the tenure


and location of the subject property,
we have adopted the yield at 6.50%
and 7.00% for current and reversion

In undertaking our assessment of the market rent upon reversion, we have considered various factors
such as market conditions, location and accessibility, tenant mix, building condition, size, past and
existing occupancies, quality of the tenant and carefully assessed the current tenancy profile.

We have considered the average term tenancy rental as a benchmark to arrive at our reversionary
rental. However, there are some of the term rental which are lower as compared to the prevailing term
rental rate due to their agreements were signed one (1) or two (2) years ago. Therefore, we have
adjusted the reversionary rental upwards.

Our assessment of the market rent of KiP Mart Tampoi upon reversion is also based on the analysis of
its upwards past years rental trend. The average rental for the past three (3) years as provided to us by
the registered owner is as follows:-

Note: * Lettable area included the extension portion (the extension completed in November 2014).

A- 26
CBREllArInIr
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728{B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/OO4706/15/ZA.
WTW/04/V/OO4707/15/WHP and WTW/06/V/001510/15/ARA

Page 27

VALUE CONSIDERATION (Cont'd)


Investment Method (Cont'd)
We also noted that from the sample Tenancy Agreements, it states that the revised monthly rent upon
renewal shall not be less than the monthly rent presently payable for the term period.

Based on our analysis of the past and current contractual rentals of the subject property, the term
rental rates for majority tenants have been increased for 3% to 10% during the rent review upon
renewal of the tenancies.

In view of the above, we have adopted a fixed 5% increment upon reversionary as a fair
representation, reasonable and is in line with other similar retail centres in the localities.

The yield analysis of selected retail centres and hypermarkets based on the past and recent
transactions is tabulated as follows:-

Jalan Persiaran Jalan Bartl, Persia ran S2/B7, Jalan Bukit Indah 15,
Tanjung, Bukit Mertajam, Seremban 2, Taman Bukit Indah,
Location Taman Cempaka, Pulau Pinang 70300 Seremban, 81200 Johor Bahru,
81200 Johor Bahru, Negeri Sembilan Johor
Jahor

Estimated
RM5.39 psf RM3.25 psf RM2.20 psf
Average Gross N/A
(Actual income) (Leaseback rental) (Actual income)
Rental
Estimated 7.00%
6.00% 6.50% * 7.50%
Net Yield {Gross
Note:*As per the announcement made by Am First Real Estate Investment Trust

The yields of individual retail centre are dependent on many factors including location, tenure, tenant
profile, catchment population, occupancy rate and the size of the building. The above yield analysis
reveals that, the yield trend of retail centres in Johar Bahru have been declining from 2010 to 2015.
Our research on the yield trend revealed that yields of retail space are under further compression due
to the moderate Malaysia economy growth, slower capital market activity and impending supply of
retail space to come on stream in the short term.

The analysed yields of retail centres and hyper markets transacted over the past one year in Johor
Bahru, Penang and Negeri Sembilan are in the region of about 6.00% to 7.50%.

The subject property is held under leasehold tenure with an unexpired term of about 76 years. As such
we have adopted the current and reversionary yields for the subject property at 6.50% and 7.00%,
res pectively.

A-27
CBREI",""""
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAl, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 28

VALUE CONSIDERATION (Cont'd)

Comparison Method

In arriving at the market value of the subject property based on Comparison Method, we have
considered the following transactions of retail centre as well as hypermarkets in Johor Bahru, Penang
and Negeri Sembilan.

The com parables are as follows:-

Source Bursa Malaysia Bursa Malaysia Bursa Malaysia Bursa Malaysia


Securities Berhad Securities Berhad Securities Berhad Securities Berhad
Building l\lame @ Mart Kempas Mydin @ Bukit Mydin @ Seremban 2 Tesco Bukit Indah
m
Location Jalan Persia ran Tanjung, Jalan Baru, Persia ran S2/B7, Jalan Bukit Indah 15,
Taman Cempaka, Bukit Mertajam, Seremban 2, Taman Bukit Indah,
81200 Johor Bahru, Pulau Pinang 70300 Seremban, 81200 Johor Bahru,
Johor Sembilan
I
Leasehold 99 years In perpetuity In perpetuity In perpetuity
expiring on
23 Janua 2106
9,112.89 sm 21,700.22 sm

Damansara Assets Mydin Wholesale Cash Mydin Mohamed Bukit Indah (Johor)
Sdn Bhd and Sdn Bhd Holdin Berhad Sdn Bhd
Purchaser AmanahRaya Maybank AmanahRaya OSK Trustees Bhd
Trustees Bhd Trustees Bhd Trustees Bhd (T rustee for
(Trustee for (Trustee for Axis REIT)
AI-Salam REIT) Am FIRST REIT)

It is noted that the analyzed values range from RM606 to RM928 per square foot. We have adopted
RM930 per square foot based on Comparable 1 being the latest recorded sale transaction and located
in Johor Bahru.

A- 28
CBREI1AnfW
C H Williams Talhar & Wong Sdn Bhd (lB149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 29

Reconciliation of Value

The market value for the subject property derived from both Investment Method and Comparison
Method are shown as follows:-

Investment Method RM 150/000/000/-


Comparison Method RM152/000/000/-

We have adopted the market value derived from the Investment Method as a fair representation of
the market value of the subject property in view of the fact that the subject property is an income
generating property.

VALUATION

In our opinion/ the market value of the subject property as at 1 March 2016 ON THE BASIS AS
STATED IN DETAIL UNDER THE TERMS OF REFERENCE HEREIN with permission to selL lease/
transfer and free from all encumbrances is RM1S0,OOO,OOO/- (Ringgit Malaysia: One Hundred And
Fifty Million Only).

Yours faithfully
for and on behalf of
C H Williams Tal~ar & 7 d n Bhd

B. Surv. (Hons) Prop. Mgt. FRISM, MPEPS


Registered Valuer (V-629)

A- 29
CBREI1AnfW"
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/O02728(B)j15/lH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 30

IDENTIFICATION OF PROPERTY

Interest Valued A single storey retail centre with a mezzanine floor known as KiP Mart
Masai

Address Lot PTD 204780, Jalan Persiaran Dahlia 2, Taman Bukit Dahlia, 81700
Pasir Gudang, Johor

Land Area 43,920.573 square metres (472,757 square feet)

Gross Floor Area 23,039.01 square metres (247,990 square feet)

Lettable Area*l 13,401.34 square metres (144,252 square feet)

No. of Car Park Bay 628 bays

th
Tenure Leasehold 99 years expiring on 28 December 2108
(Unexpired term of approximately 92 years)

Category of Land Use Building

Registered Owner ENRICH ASSETS SDN BHD

Note*:
1) Lettable area includes kiosks located at common areas such as corridor and walkway that generates rental income
which are not included in the net iettabie area as defined under the Uniform Method of Measurement of Buildings.

TERMS OF REFERENCE

As instructed, the valuation is carried out based on the following BASIS:-

1. THE INCOME AND OUTGOINGS OF THE SUBJECT PROPERTY ARE BASED ON THE TENANCY
SCHEDULE AS AT FEBRUARY 2016 AND OUTGOINGS (HISTORICAL AND PROJECTION)
PROVIDED TO US BY THE REGISTERED OWNER; AND

2. THE SUBJECT PROPERTY HAS A LETTABLE AREA OF 13,401.34 SQUARE METRES (144,252
SQUARE FEET).

IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE INFORMATION AS


PROVIDED TO US WHICH ARE ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT
TO MAKE AMENDMENTS (INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS
INVALID.

A-30
CBREI""'"
C H Williams Talhar & Wong Sdn Bhd (18149.U)

OUf Ref: WTW/011V/001197A/1S/LAI. WTW/13IV/002728(B)/lS/LH.


WTW/04IV/00470S/1S/ZA.WTW/041V/004706/1S/ZA,
WTW/04IV/004707/1S/WHP and WTW/061V/001S10/1S/ARA

Page 31

GENERAL DESCRIPTION

The subject property[ which is known as KiP Mart Masai is located at the junction of Jalan Persiaran
Dahlia 2 and Jalan Serangkai 11 of Taman Bukit Dahlia, Pasir Gudang[ Johor. It is sited approximately
26 kilometres due north-west of Johor Bahru city centre.

Pasir Gudang town[ located to the east is the main administrative and commercial centre for the area.
Prominent landmarks in the locality include KPJ Specialist Hospital Pasir Gudang, Hotel Selesa, Menara
Aqabah and Kompleks Pusat Bandar. Other prominent hypermarkets within the vicinity include
Todays' Market, Tesco and Econsave.

The subject site is irregularly shaped with a provisional land area of about 43[920.57 square metres
(10.853 acres).

The subject property has a total frontage of about 157.1 metres along its eastern boundary onto Jalan
Persiaran Dahlia 2[ splay corner of 13.811 metres, a total of 243.225 metres along its northern
boundary, splay corner of 6.466 metres, a total of 131.064 metres along its western boundary, a splay
corner of 6.466 metres, a total of 342.133 metres along its southern boundary and a splay corner of
6.346 metres.

It is generally flat in terrain and lies slightly lower than the frontage metalled roads, Jalan Persiaran
Dahlia 2 and Jalan Serangkai 11. However, it lies slightly above Jalan Serangkai 10 and an unnamed
metalled service road.

Building

The building is basically constructed of reinforced concreted framework with reinforced concrete floor
slabs[ plastered brickwalls and a metal trusses roof covered over with metal deck roofing sheets.

The building has been issued with a Certificate of Completion and Compliance ("CCe") vide Reference
No. LAM/J/No. 0160 dated 25 January 2011 whilst the extension is issued with a CCC vide Reference
No. LAM/J/No. 6279 dated 24 November 2015. The age of building is approximately 5 years old.

OCCUPATION

Based on the tenancy schedule as at February 2016 provided to us by the registered owner, the
subject property has an occupancy rate of approximately 88.2% or 127[274 square feet of the total
lettable area of 144,252 square feet.

A- 31
CBREI""",,
C H Williams Talhar & Wong Sdn Bhd (lB149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)f15/LH,


WTW/04/V/004705/15/.ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WH P and WTW/06/V/001510/15/ARA

Page 32

TENANCY PROFILE

As at the date of valuation, KiP Mart Masai is almost fully tenanted to various types of retailers. The
category of tenant comprises wet market, anchor/mini anchor, retail, kiosk, car promotion, food court
and so on. In general, the tenancy trade profile by lettable area and rental income are represent as
follows:-

Chart 1 Tenanc

BWetMarket
2% 4"101"1"
III Anchor I Mini Anchor

IlIIRetail

IlIlKloks

.. Food Court

!Ill Car Promotion

!!I Others

(Source: Tenancy Schedule as at February 2016)

IIiIWetMarket
4% 3'7'02%
III Anchor I Mini Anchor

l1li Retail

\liIKioks

III Food Court

BCar Promotion

tiiOthers

(Source: Tenancy Schedule as at February 2016)

Vide the tenancy schedule provided by the registered owner, most of the tenancies have been agreed
for 2-year to 3-year term, with an option to renew for further similar terms subject to rent review. As
stated in the sample Tenancy Agreements provided to us, the revised monthly rent upon renewal shall
not be less than the monthly rent presently payable for the term period.

A- 32
CBREIVIn'W
C H Williams Talhar & Wong Sdn Bhd (lS149-U)

Our Ref: WTW/Ol/V/OO1l97A/1S/LAI, WTW/13/V/002728(B)/lS/LH,


WTW/04/V/00470S/1S/ZA,WTW/04/V/004706/1S/ZA,
WTW/04/V/004707/1S/WHP and WTW/06/V/001SIO/1S/ARA

Page 33

TENANCY PROFILE (Cont'd)

The tenancy expiry profile of the KiP Mart Masai is as follows:-

121,038sf
_ '120,000 af .. ,...........................................................................................
~
! '100,000 af -!-.-.....~- ..-- ......- .. --.. -...--.....- ....---.-... --.-......----...
~
ao,ooo af
~
.. 60,000 af

-,.
:ii
~

-I
40,000 sf

20,000 af

2016 2017
(Source: Tenancy Schedule as at February 2016)

Chart 4 Tenancy Expiry by Gross Rental Income

4%

.. 2016
2017

(Source: Tenancy Schedule as at February 2016)

The tenant profile by number of years in business under the KiP Mart Masai is as follows:-

Chart 5 Tenant's Years in Business by Lettable Area

1 ... Syrs
S .. "10 yrs

10 yra & abOV8*

(Source: Tenancy Schedule as at February 2016)


Note: Tenants from previous KiP Mart Masai currently known as KiPHome Mart Masai

A- 33
CBREI1IWfnIf
C H Williams Talhar & Wong Sdn Bhd (18149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 34

OUTGOINGS

The average outgoings analysed from the Profit & Loss Account as provided to us are as follows:-

(Source: The management of KiP Group)


Note: Based on lettable area of 128,458 sf.
Based on lettable area of 144,252 sf (inclusive the extension of 15,794 sf lettable area) and with the benefit of solar
panel system installed for utilities cost saving

We noted that the average monthly outgoings from Year Jul' 13 to Jun' 15 were higher than the
projection year due to new installation of the solar system in August 2015.

Investigation also made on annual outgoings of other similar retail centres and necessary adjustments
were made before arriving at the fair outgoings for the subject property. We have compiled the
following outgoings rate for other similar retail centres as comparables:-

(Source: WTW Research)

Based on the above analysis, we have adopted the monthly outgoings for the subject property at
RM2.85 per square foot of which is in line with the industry standard.

PLANNING PROVISIONS

The subject property is designated for commercial building use as per the Express Condition in the
document of title.

A- 34
CBREIVIIW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI. WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 35

VALUE CONSIDERATION
Investment Method

The parameters adopted in the investment method are as follows:-

concluded rentals of similar retail


centres in the localities.
RM2.85 psf 5.00% increment Considered the current outgoings
based on the analysis of past years
record and outgoings of selected retail
centres.
Void 5.00% We have adopted 5.00% void for rent
free period and risk of vacancy and
un
Capitalisation Rate 6.50% 7.00% Based on the recent transactions of
selected retail centre and hypermarket
in Johor Bahru, Penang and Negeri ,
Sembilan, the yields range from 6.00%
to 7.50%.

Taking into consideration the tenure


and location of the subject property, we
have adopted the yield at 6.50% and
7.00% for current and reversion terms,

In undertaking our assessment of the market rent upon reversion, we have considered various factors
such as market conditions, location and accessibility, tenant mix, building condition, size, past and
existing occupancies, quality of the tenant and carefully assessed the current tenancy profile.

We have considered the average term tenancy rental as a benchmark to arrive at our reversionary
rental. However, there are some of the term rental which are lower as compared to the prevailing term
rental rate due to their agreements were signed one (1) or two (2) years ago. Therefore, we have
adjusted the reversionary rental upwards.

Our assessment of the market rent of KiP Mart Masai upon reversion is also based on the analysis of
its upwards past years rental trend. The average rental for the past three (3) years as provided to us by
the registered owner is as follows:-

A- 35
CBREI",""",
C H Williams Talhar & Wong Sdn Bhd (l8149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 36

VALUE CONSIDERATION (Cont'd)

Investment Method (Cont'd)


We also noted that from the sample Tenancy Agreements, it states that the revised monthly rent upon
renewal shall not be less than the monthly rent presently payable for the term period.

Based on our analysis of the past and current contractual rentals of the subject property, the term
rental rates for majority tenants have been increased for 3% to 10% during the rent review upon
renewal of the tenancies.

In view of the above, we have adopted a fixed 5% increment upon reversionary as a fair
representation, reasonable and is in line with other similar retail centres in the localities.

The yield analysis of selected retail centres and hypermarkets based on the past and recent
transactions is tabulated as follows:-

Jalan Persia ran Jalan Baru, Persia ran 52/B7,


Tanjung, Bukit Mertajam, 5eremban 2, 15,
Location Taman Cempaka, Pulau Pinang 70300 5eremban, Taman Bukit Indah,
81200 Johor Bahru, Negeri 5embilan 81200 Johor Bahru,

RM5.39 psf RM3.25 psf RM2.20 psf


Average Gross N/A
(Actual income) (Leaseback rental) (Actual income)
Rental
Estimated 7.00%
6.00% 6.50% * 7.50%
Net Yield
Note: *As per the announcement made by AmFirst Real Estate investment Trust

The yields of individual retail centre are dependent on many factors including location, tenure, tenant
profile, catchment population, occupancy rate and the size of the building. The above yield analysis
reveals that, the yield trend of retail centres in Johor Bahru have been declining from 2010 to 2015.
Our research on the yield trend revealed that yields of retail space are under further compression due
to the moderate Malaysia economy growth, slower capital market activity and impending supply of
retail space to come on stream in the short term.

The analysed yields of retail centres and hypermarkets transacted over the past one year in Johor
Bahru, Penang and Negeri Sembilan are in the region of about 6.00% to 7.50%.

The subject property is held under leasehold tenure with an unexpired term of about 92 years. As such
we have adopted the current and reversionary yields for the subject property at 6.50% and 7.00%,
respectively.
A- 36
CBREI1IIr1Mr
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA, WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 37

VALUE CONSIDERATION (Cont'd)

Comparison Method

In arriving at the market value of the subject property based on Comparison Method, we have
considered the following transactions of retail centre as well as hypermarkets in Johor Bahru, Penang
and Negeri Sembi Ian.

The com parables are as follows:-

Bursa Malaysia Bursa Malaysia Bursa Malaysia Bursa Malaysia


Secu rities Berhad Securities Berhad Securities Berhad Securities Berhad
@ Mart Kempas Mydin @ Bukit Mydin @ Seremban 2 Tesco Bukit Indah
M
Jalan Persiaran jalan Baru, Persiaran S2/B7, jalan Bukit Indah 15,
Tanjung, Bukit Mertajam, Seremban 2, Taman Bukit Indah,
Taman Cempaka, Pulau Pinang 70300 Seremban, 81200 Johor Bahru,
81200 Johor Bahru, Negeri Sembilan Johor
Johor

Leasehold 99 years In perpetu ity In perpetuity In perpetu ity


expiring on
23 jan 2106
9,112.89 sm

Damansara Assets Mydin Wholesale Mydin Mohamed Bukit Indah (Johor)


Sdn Bhd Cash and Carry Holdings Berhad Sdn Bhd
Sdn Bhd
Purchaser AmanahRaya Maybank AmanahRaya aSK Trustees Bhd
Trustees Bhd Trustees Bhd Trustees Bhd (Trustee for
(Trustee for (Trustee for Axis REIT)
AI-Salam REID AmFIRST REIT)

It is noted that the analyzed values range from RM699 to RM1,060 per square foot. We have adopted
RM1,060 per square foot based on Comparable 1 being the latest recorded sale transaction and
located in Johor Bahru.

A- 37
CBRElvarnIW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/OO1197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/OO4705/15/ZA, WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 38

Reconciliation of Value

The market value for the subject property derived from both Investment Method and Comparison
Method are shown as follows:-

Investment Method RM157,OOO,OOO/-


Comparison Method RM153,OOO,OOO/-

We have adopted the market value derived from the Investment Method as a fair representation of
the market value of the subject property in view of the fact that the subject property is an income
generating property.

VALUATION

In our opinion, the market value of the subject property as at 1 March 2016 ON THE BASIS AS
STATED IN DETAIL UNDER THE TERMS OF REFERENCE HEREIN free from all encumbrances is
M157,OOO,OOO/- (Ringgit Malaysia: One Hundred And Fifty Seven Million Only).

Yours faithfully
for and on behalf of
C H Williams Talhar & 7Sdn Bhd

B. Surv. (Hons) Prop. Mgt. FRISM, MPEPS


Registered Valuer (V-629)

A- 38
CBREI",""",
C H Williams Talhar & Wong Sdn Bhd {l8149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 39

IDENTIFICATION OF PROPERTY

Interest Valued A single storey retail centre with a mezzanine floor known as KiP Mart
Kota Tinggi

Address No. I, Jalan l\I1aju, 81900 Kota Tinggi, Johar

Land Area 15,618 square metres (168,111 square feet)

Gross Floor Area 10,587.05 square metres (113,958 square feet)

Lettable Area*l 7,056.55 square metres (75,956 square feet)

No. of Car Park Bays 196 bays

Tenure Freehold / Term in Perpetuity

Category of Land Use Building

Registered Owner GENIUS CHANCE SDN BHD

Note*:
1) Lettable area includes kiosks located at common areas such as corridor and walkway that generates rental income which are
not included in the net lettable area as defined under the Uniform Method of Measurement of Buildings.

TERMS OF REFERENCE

As instructed, the valuation is carried out based on the following BASIS:-

1. THE INCOME AND OUTGOINGS OF THE SUBJECT PROPERTY ARE BASED ON THE TENANCY
SCHEDULE AS AT FEBRUARY 2016 AND OUTGOINGS (HISTORICAL AND PROJECTION)
PROVIDED TO US BY THE REGISTERED OWNER; AND

2. THE SUBJECT PROPERTY HAS A LETTABLE AREA OF 7,056.55 SQUARE METRES (75,956
SQUARE FEET).

IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE INFORMATION AS


PROVIDED TO US WHICH ARE ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT
TO MAKE AMENDMENTS (INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS
INVALID.

A- 39
CBREI1IrnIIr
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B}/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 40

GENERAL DESCRIPTION

The subject property, which is known as KiP Mart Kota Tinggi is located along Jalan Maju, 81900 Kota
Tinggi. It is located approximately 500 metres from Kota Tinggi town and 41 kilometres from Johor
Ba hru city centre_

Kota Tinggi town centre is the main commercial and administration centre for the locality. Prominent
landmarks within the town comprising of a 4-storey shopping complex known as Mayres Hotel, Plaza
Kota Tinggi, Kota Tinggi Bus Terminal, Kota Tinggi Taxi Terminal and shophouses, Kota Point shopping
cum hotel complex, Heritage Mall, Premises of Majlis Daerah Kota Tinggi, Kota Tinggi District Hospital,
JKR Building and Bangunan Sultan Ismail cum Land Office, Muzium Kota Tinggi, Lembaga Tabung Haji
Kota Tinggi and National Registration Department.

Other landmarks within the immediate locality include Sekolah Menengah Tun Habab, Sekolah
Menengah Laksamana, Sekolah Kebangsaan Bandar, Sekolah Agama Bandar, Sekolah Jenis
Kebangsaan Bandar (Tamil), Kolej Komuniti Kota Tinggi and Pejabat Pelajaran Daerah Kota Tinggi.

The subject site is near trapezoidal in shape, with a surveyed land area of about 15,618 square metres
(3.859 acres).

The subject site has a frontage of about 108.95 metres along its northern boundary onto an existing
metalled serviced road which lies parallel to Jalan Tun Sri Lanang and another frontage of about
102.13 metres along its eastern boundary onto Jalan Maju. A river named Sungai Pemandi flows along
the southern and south-eastern boundaries.

The land is generally flat and lies slightly higher than the frontage metalled roads, Jalan Maju and
Jalan Tun Sri Lanang.

Building

The building is constructed of reinforced concrete framework with reinforced concrete floor slabs,
plastered brickwalls and a metal trusses roof covered over with metal deck roofing sheets.

The subject property has been issued with Certificates of Completion and Compliance ("CCe) vide
Reference Nos. 0101/2008 and 0295/2009 dated 7 November 2008 and 14 September 2009
respectively. The age of building is about 8 years old.

A 40
CBREI1Ar1Mr
C H Williams Talhar & Wong Sdn Bhd (lB149.U)

Our Ref: WTW/Ol/V/OO1197A/15/LAI. WTW/13/V/002728{B)/15/LH.


WTW/04/V/004705/15/ZA,WTW/04/V/OO4706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 41

OCCUPATION

Based on the tenancy schedule as at February 2016 provided to us by the registered owner, the
subject property has an occupancy rate of approximately 98.0% or 74,418 square feet of the total
lettable area of 75/956 square feet. We noted that there are one tenant is related to the owner with a
total lettable area of 7/634 square feet (10%).

TENANCY PROFILE

As at the date of valuation, KiP Mart Kota Tinggi is almost fully tenanted to various types of retailers.
The category of tenant comprises wet market, anchor/mini anchor, retail, kiosk, car promotion, food
court and so on. In general, the tenancy trade profile by lettable area and rental income are represent
as follows:-

Chart 1 Tenancy Profile by Lettable Area

... Wet Market

.. Anchor I Mlni Anchor

Retail

III Kioks

uFood Cout't

fli!S Car Promotion

a Others

(Source: Tenancy Schedule as at February 2016)

Chart 2 Gross Rental Income

'" Wet Market

.. Anchor I Mini Anchor

ra Retail
lIK10ks

~Food Court

tm Car Promotion

tiiiOthers

(Source: Tenancy Schedule as at February 2016)

A-41
CBREI",""",
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/OO1l97A/15/LAI. WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 42

TENANCY PROFILE (Cont'd)

Vide the tenancy schedule provided by the registered owner, most of the tenancies have been agreed
for 2-year to 3-year term, with an option to renew for further similar terms subject to rent review. As
stated in the sample Tenancy Agreements provided to us, the revised monthly rent upon renewal shall
not be less than the monthly rent presently payable for the term period.

The tenancy expiry profile of the KiP Mart Kota Tinggi is as follows:-

Chart 3 Tenancy Expiry by Lettable Area

48,681 sf
: 5O,OOO~ ~j-.-.. --.--.~-...-~~~~~-~~ .." ..""""",,-.~----- ....-.-,.,-----..-~..---..---.---
.....,.
~ 40,000 sf -1--..... _ - . -
to
1\1
4 30,000 sf + .."".".-----
1\1
:0
:l 20,000 sf +._-_._.

3 10,000 sf ~------

2016 2017

(Source: Tenancy Schedule as at February 2016)

Chart 4 Tenancy Expiry by Gross Rental Income

l1li2016

2017

(Source: Tenancy Schedule as at February 2016)

A-42
CBREI1IWlftIW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 43

TENANCY PROFILE (Cont'd)

The tenant profile by number of years in business under the KiP Mart Kota Tinggi is as follows:-

Chart 5 Tenant's Years in Business by Lettable Area

Ill! 1-3 yrs

1!13-6yrs

l1li6 yrs & above

(Source: Tenancy Schedule as at February 2016)

OUTGOINGS

The average outgoings analysed from the Profit & Loss Account as provided to us are as follows:-

(Source: The management of KiP Group)

Investigation also made on annual outgoings of other similar retail centres and necessary adjustments
were made before arriving at the fair outgoings for the subject property. We have compiled the
following outgoings rate for other similar retail centres as comparables:-

(Source: WTW Research)

Based on the above analysis, we have adopted the monthly outgoings for the subject property at
RM2.85 per square foot of which is in line with the industry standard.

A- 43
CBREI"'"
C H Williams Talhar & Wong Sdn Bhd (l8149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B}/15/LH,


WTW/04/V/004705/15/ZA, WTW/04/V/OO4706/15/ZA,
WTW/04/V/004707/15/WH P and WTW/06/V/001510/15/ARA

Page 44

PLANNING PROVISIONS
The subject property is designated for commercial building use as per the Express Condition in the
document of title.

VALUE CONSIDERATION

Investment Method

The parameters adopted in the investment method are as follows:-

Average Monthly
i Rental rentals of similar retail centres in the localities.
Monthly RM2.85 psf 5.00% increment Considered the current outgoings based on
Outgoings the analysis of past years record and outgoings
of selected retail centres.
Void 5.00% We have adopted 5.00% void for rent free
and risk of vacan and
Capitalisation Rate 6.25% 6.75% Based on the recent transactions of selected
retail centre and hypermarket in Johor Bahru,
Penang and Negeri Sembilan, the yields range
from 6.00% to 7.50%.

Taking into consideration the tenure and


location of the subject property, we have
adopted the yield at 6.25% and 6.75% for
current and reversion

In undertaking our assessment of the market rent upon reversion, we have considered various factors
such as market conditions, location and accessibility, tenant mix, building condition, size, past and
existing occupancies, quality of the tenant and carefully assessed the current tenancy profile.

We have considered the average term tenancy rental as a benchmark to arrive at our reversionary
rental. However, there are some of the term rental which are lower as compared to the prevailing term
rental rate due to their agreements were signed one (1) or two (2) years ago. Therefore, we have
acijusted the reversionary rental upwards.

Our assessment of the market rent of KiP Mart Kota Tinggi upon reversion is also based on the
analysis of its upwards past years rental trend. The average rental for the past three (3) years as
provided to us by the registered owner is as follows:-

A-44
CBREIWIIIW
C H Williams Talhar & Wong Sdn Bhd (l8149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B}/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 45

VALUE CONSIDERAnON (Cont'd)


Investment Method (Cont'd)
We also noted that from the sample Tenancy Agreements, it states that the revised monthly rent upon
renewal shall not be less than the monthly rent presently payable for the term period.

Based on our analysis of the past and current contractual rentals of the subject property, the term
rental rates for majority tenants have been increased for 3% to 10% during the rent review upon
renewal of the tenancies.

In view of the above, we have adopted a fixed 5% increment upon reversionary as a fair
representation, reasonable and is in line with other similar retail centres in the localities.

The yield analysis of selected retail centres and hypermarkets based on the past and recent
transactions is tabulated as follows:-

Consideratio
RM65,000,000/- RM 250,000,000/- RM240,000,000/ - RM75,600,000/-
n
Estimated
Average RM5.39 psf RM3.25 psf RM2.20 psf
N/A
Gross (Actual income) (Leaseback rental) (Actual income)
Rental
--------------------
Estimated 7.00%
6.00% 6.50% * 7.50%
NetVield
Note: 'As per the announcement made by AmFirst Real Estate Investment Trust

The yields of individual retail centre are dependent on many factors including location, tenure, tenant
profile, catchment popUlation, occupancy rate and the size of the building. The above yield analysis
reveals that, the yield trend of retail centres in Johor Bahru have been declining from 2010 to 2015.
Our research on the yield trend revealed that yields of retail space are under further compression due
to the moderate Malaysia economy growth, slower capital market activity and impending supply of
retail space to come on stream in the short term.

The analysed yields of retail centres and hypermarkets transacted over the past one year in Johor
Bahru, Penang and Negeri Sembilan are in the region of about 6.00% to 7.50%.

The subject property is held under freehold tenure. As such we have adopted the current and
reversionary yields for the subject property at 6.25% and 6.75%, respectively.

A- 45
CBREI","""
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI. WTW/13/V/002728(B)/15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 46

VALUE CONSIDERATION (Cont'd)

Comparison Method

In arriving at the market value of the subject property based on Comparison Method, we have
considered the following transactions of retail centre as well as hypermarkets in Johor Bahru, Penang
and Negeri Sembilan.

The comparables are as follows:-

Source Bursa Malaysia Bursa Malaysia Bursa Malaysia Bursa Malaysia


Securities Berhad Securities Berhad Securities Berhad Securities Berhad
Building Name @ Mart Kempas Mydin @ Bukit Mydin @ Seremban 2 Tesco Bukit Indah
M
Location Jalan Persiaran Tanjung, Jalan Baru, Persiaran S2/B7, Jalan Bukit Indah 15,
Taman Cempaka, Bukit Mertajam, Seremban 2, Taman Bukit Indah,
81200 Johor Bahru, Pulau Pinang 70300 Seremban, 81200 Johor Bahru,
Johor Johor

Leasehold 99 years In perpetuity In perpetuity In perpetuity


expiring on
23 Jan 2106
9,112.89 sm 49,843.18 sm 40,003.55 sm 21,700.22 sm
(98,083 sf) (536,507 sf) (430,595 sf) (233,579 sf)

Damansara Assets Mydin Wholesale


Sdn Bhd Cash and Carry
Sdn Bhd
Purchaser AmanahRaya Maybank AmanahRaya OSK Trustees Bhd
Trustees Bhd Trustees Bhd Trustees Bhd (Trustee for
(Trustee for (Trustee for (Trustee for Axis REIT)
AI-Salam REIT) Am FIRST REIT) Amanah Harta Tanah
PNB)

It is noted that the analyzed values range from RM652 to RM780 per square foot. We have adopted
RM760 per square foot based on Comparable 1 being latest recorded sale transaction and located in
Johor Bahru.

A- 46
CBREllIriNr
C H Willioms Tolhor & Wong Sdn Bhd (18149U)

Our Ref: WTW/01/V/OO1l97A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/.ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 47

Reconciliation of Value

The market value for the subject property derived from both Investment Method and Comparison
Method are shown as follows:-

Investment Method RM55,OOO,OOO/-


Comparison Method RM58,OOO,OOO/-

We have adopted the market value derived from the Investment Method as a fair representation of
the market value of the subject property in view of the fact that the subject property is an income
generating property.

VALUATION

In our opinion, the market value of the subject property as at 1 March 2016 ON THE BASIS AS
STATED IN DETAIL UNDER THE TERMS OF REFERENCE HEREIN with permission to sell, lease,
transfer and free from all encumbrances is RMSS,OOO,OOO/- (Ringgit Malaysia: Fifty Five Million
Only),

Yours faithfully
for and on behalf of
.ar & 7 S d n Bhd

B. Surv. (Hons) Prop. Mgt. FRISM, MPEPS


Registered Valuer (V-629)

A-47
CBREIVIriIVW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI. WTW/13/V/002728(B)f15/LH.


WTW/04/V/004705/15/ZA.WTW/04/V/004706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 48

IDENTIFICATION OF PROPERTY

Interest Valued A two storey retail centre known as KiP Mart Melaka

Address No. 8999, Jalan Tun Fatimah, Batu Berendam, 75350 Melaka

Provisional Land Area 35,332 square metres (8.7307 acres)

Gross Floor Area 25,733 square metres (276,987 square feet)

Lettable Area'l 17,062.58 square metres (183,660 square feet)

No. of Car Park Bays 520 bays

Tenure Leasehold 99 years expiring on 17 November 2112

Category of Land Use Building

Registered Owner PROJEK IMPIANA SDN BHD

Note*:
1) Lettable area includes kiosks located at common areas such as corridor and walkway that generates rental income
which are not included in the net lettable area as defined under the Uniform Method of Measurement of Buildings.

TERMS OF REFERENCE

As instructed, the valuation shall be conducted based on the following bases:-

1. THE INCOME AND OUTGOINGS OF THE SUBJECT PROPERTY ARE BASED ON THE TENANCY
SCHEDULE AS AT FEBRUARY 2016 AND OUTGOINGS (HISTORICAL AND PROJECTION)
PROVIDED TO US BY THE REGISTERED OWNER; AND

2. THE SUBJECT PROPERTY HAS A LETTABLE AREA OF 17,062.58 SQUARE METRES (183,660
SQUARE FEET).

IT IS TO BE NOTED THAT THE VALUATION IS BASED ON THE ABOVE INFORMATION AS


PROVIDED TO US WHICH ARE ASSUMED TO BE VALID AND CORRECT. WE RESERVE THE RIGHT
TO MAKE AMENDMENTS (INCLUDING THE MARKET VALUE) IF ANY OF THE ABOVE BASES IS
INVALID.

A-48
CBREI'WiIWW
C H Williams Talhar & Wong Sdn Bhd (lB149.U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 49

GENERAL DESCRIPTION

The subject property comprises a parcel of commercial land erected upon a two storey retail centre
known as KiP Mart Melaka. It is located along Jalan Tun Fatimah, Batu Berendam, 75350 Melaka. It is
located approximately 7 kilometres by road to the north of Melaka city centre.

Immediately to the north and east of Taman Perindustrian Batu Berendam (also known as Phase IV of
Batu Berendam Industrial Area) is the Batu Berendam Free Trade Zone Industrial estate, one of the
earliest and established industrial schemes in Malacca catering mainly for the electronics industry.

The subject site is near rectangular in shape with a title land area of 3.5332 hectares (35,332 square
metres).

It has a frontage of approximately 255.76 metres (839 feet) onto Jalan Tun Fatimah at the south-west
boundary and a frontage of approximately 169.17 metres feet) onto Jalan PBB 3 at the north-east
boundary. It has a depth of approximately 150.2 metres (492 feet).

The site is generally flat and lies slightly higher than the frontage metalled road, Jalan Tun Fatimah.

Building

The building is constructed of steel framework encased with plastered brickwalls and partly with fixed
aluminium framed glass walls with metal cladding above, reinforced concrete flooring and steel
framed roof trusses covered with metal deck roofing sheets.

The subject property was completed in 2014 based on the Certificate of Completion and Compliance
Serial No. LAM/M/No. 0112 dated 26 March 2014 eCCe") provided to us. The age of building is
approximately two (2) years old.

OCCUPATION

Based on the tenancy schedule as at February 2016 provided to us by the registered owner, the
subject property has an occupancy rate of approximately 65.06% or 119,498 square feet of the lettable
area of 183,660 square feet.

We noted that there are two tenants are related to the owner with a totallettable area of 7,409 square
feet (4.03%).

A-49
CBREllArinIr
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA, WTW/04/V/OO4706/15/ZA,
WTW/04/V/004707/15/WH P and WTW/06/V/001 510/1 5/A RA

Page 50

TENANCY PROFILE

As at the date of valuation, KiP Mart Melaka is tenanted to various types of retailers. The category of
tenant comprises anchor/mini anchor, shop lot, food kiosk, food court and Automatic Teller Machine
(ATM). In general, the tenancy trade profile by lettable area and rental income are represent as
follows:-

Chart 1 Tenancy Profile by Lettable Area

.. ANCHOR TENANT
MINI ANCHOR
II SHOP LOT
FOOD KIOSK
.. FOOD COURT

"ATM

(Source: Tenancy Schedule as at February 2016)

Chart 2 Tenancy Profile by Gross Rental Income

0.08%

!I ANCHOR TENANT

III MINI ANCHOR

!I SHOP LOT

III FOOD KIOSK

FOOD COURT

ilATM

(Source: Tenancy Schedule as at February 2016)

Vide the tenancy schedule provided by the registered owner, most of the tenancies have been agreed
for I-year to 2-year term, with an option to renew for further similar terms subject to rent review. As
stated in the sample Tenancy Agreements as provided, it states that the revised monthly rent upon
renewal shall not be less than the monthly rent presently payable for the term period.

A-50
CBREI1IIntWW
C H Williams Talhar &Wong Sdn Bhd (18149.U)

Our Ref: WTW/01N/001197A/1S/LAI, WTW/13IV/002728(B)/1S/LH,


WTW/04N/00470S/1S/ZA,WTW/04N/OO4706/1S/ZA,
WTW/04N/OO4707/15/WHP and WTW/06N/001510/~S/ARA

Page 51

TENANCY PROFILE (Cont'd)

The tenancy expiry profile of the Kip Mart Melaka is as follows:-

Chart 3 Tenancy Ex ir
120,000 -r-"_..,,....................................................................................-...............

100,000

:E" 80,000
0-

...
..!!.
f!
<t 60,000
..!!!
..Q

t1
.....
40,000

20,000

72% 8%

20~6 20~7

(Source: Tenancy Schedule as at February 2016)

.2016
.2017

(Source: Tenancy Schedule as at February 2016)

A- 51
CBREllAnMr
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/OO1197A/15/LAI. WTW/13/V/002728(Bl/15/LH.


WTW/04/V/OO4705/15/ZA,WTW/04/V/OO4706/15/ZA.
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 52

TENANCY PROFILE (Co nt/d)

The tenant profile by number of years in business under the KiP Mart Melaka is as follows:-

Chart 3 Tenant's Years in Business b Lettable Area

1110-1 yr
l1li1 yr & above

(Source: Tenancy Schedule as at February 2016)

OUTGOINGS

The average outgoings analysed from the Profit & Loss Account as provided to us are as follows:-

The subject property was completed in Year 2014 and it is only 2 years in operation. Hence, the
outgoings are still unstable.

We have adopted the average monthly outgoings at RM1.80 per square foot after considering the
projected outgoings by the registered owner as well as the average outgoings for the similar new
mart e.g. KIP Mart Senawang at RM1.90 per square foot in this valuation which is in line with the
industry standard.

PLANNING PROVISIONS

The subject property is designated for commercial building use as per the Express Condition in the
document of title.

A- 52
CBREI",""",
C H Williams Talhar & Wong Sdn Bhd (l8149.U)

Our Ref: WTW/OIN/OO1l97A/15/LAI, WTW/13N/002728(B)/15/LH,


WTW/04N/OO4705/15/ZA,WTW/04N/OO4706/15/ZA.
WTW/04N/OO4707/15/WHP and WTW/06N/001510/15/ARA

Page 53

VALUE CONSIDERATION

Investment Method

The following table outlines the historical of KiP Group Average Occupancy as per the information
provided to us by the registered owner.

For Year Ended 2005 2006 2007 2008 2009 2010


KiP Mart Tampoi 73.50% 75.60% 73.80% 79.70% 84.30% 86.90%
KiP Mart Kota Tinqqi - - 89.30% 87.70%
KiP Mart Masai - - - - - -

For Year Ended 2011 2012 2013 2014 2015


KiP Mart Tampoi 93.80% 99.10% 98.90% 98.40% 96.20%
KiP Mart Kota Tinggi 92.20% 99.30% 96.70% 96.60% 96.50%
KiP Mart Masai 98.10% 98.50% 98.70% 99.00% 98.30%

Based on our survey, the occupancy rates of selected retail centres in Melaka are in the range of 80%
to 95%. Therefore, we have adopted a void allowance of 10% for the reversionary term for vacancy
periods, marketing and rent free periods offer to the new tenants.

The parameters adopted in the investment method are as follows:-

RM1.80 psf

10.00% We have adopted the void for rent-free period and


risk of and
Capitalisation Rate 6.50% 7.00% Based on the recent transaction of the shopping
mall, the yield ranges from 6.00% to 7.50%.

Taking into consideration the location and


building specification of the subject property, we
have adopted the term yield at 6.50% and
reversiona . Id at 7.00%.

A- 53
CBREI1ArinIW
C H Williams Talhar & Wong Sdn Bhd (18149-U)

Our Ref: WTW/Ol/V/OO1l97A/15/LAI, WTW/13N/002728(B)/15/LH,


WTW/04N/004705/15/ZA,WTW/04N/004706/1S/ZA,
WTW/04N/004707/15/WHP and WTW/06N/OOlSlO/15/ARA

Page 54

VALUE CONSIDERATION (Cont'd)

Investment Method (Cont'd)

In undertaking our assessment of the market rent upon reversion, we have considered various factors
such as market conditions, location and accessibility, tenant mix, building condition, size, past and
existing occupancies, quality of the tenant and carefully assessed the current tenancy profile.

We have considered the average term tenancy rental as a benchmark to arrive at our reversionary
rental. However, there are some of the term rental which are lower as compared to the prevailing term
rental rate due to their agreements were signed one (1) or two (2) years ago. Therefore, we have
adjusted the reversionary rental upwards.

Our assessment of the market rent of KiP Mart Melaka upon reversion is referring to the analysis of
KiP Group performance in Tampoi, Masai and Kota Tinggi upwards past years rental trend which we
noted upward rental growth.

We also noted that from the sample Tenancy Agreements, it states that the revised monthly rent upon
renewal shall not be less than the monthly rent presently payable for the term period.

Based on our analysis of the current contractual rentals of the subject property, the term rental rates
for key tenants have been increased for 3% to 10% during the rent review upon renewal of the
tenancies.

In view of the above, we have adopted a fixed 5% increment upon reversionary as a fair
representation, reasonable and is line with other similar retail centres in the localities.

The average gross rental adopted for the term and reversionary are tabulated as follows:-

A- 54
CBREllArnIIr
C H Williams Talhar & Wong Sdn Bhd (l8149-U)

Our Ref: WTW/Ol/V/001197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/004706/15/ZA,
WTW/04/V/004707/15/WHP and WTW/06/V/001510/15/ARA

Page 55

VALUE CONSIDERATION (Cont'd)

Investment Method (Cont'd)

The yield analysis of selected retail centres and hypermarkets based on the past and recent
transactions is tabulated as follows:-

Estimated
RM5.39 psf RM3.25 psf RM2.20 psf
Average Gross N/A
(Actual income) (Leaseback rental) (Actual income)
Rental
Estimated 7.00%
6.00% 6.50% * 7.50%
Net Yield
Note: As per the announcement made by AmFirst Real Estate Investment Trust

The yields of individual retail centre are dependent on many factors including location, tenure, tenant
mix, catchment population, occupancy rate and the size of the building. Our research on the yield
trend revealed that yields of retail space are under further compression due to the moderate Malaysia
economy growth, slower capital market activity and impending supply of retail space to come on
stream in the short term.

From the above analysis, the analysed yields of retail centres and hypermarkets transacted over the
past one year in Johor Bahru, Penang and Negeri Sembilan are in the region of about 6.00% to 7.50%.

The subject property is held under leasehold tenure with an unexpired term of about 97 years. As such
we have adopted the current and reversionary yields for the subject property at 6.50% and 7.00%,
respectively.

A- 55
CBREI",""",
C H Williams Talhar & Wong Sdn Bhd (l8149-U)

Our Ref: WTW/Ol/V/OO1197A/15/LAI, WTW/13/V/002728(B)/15/LH,


WTW/04/V/004705/15/ZA,WTW/04/V/OO4706/15/ZA.
WTW/04/V/OO4707/15/WHP and WTW/06/V/001510/15/ARA

Page 56

VALUE CONSIDERATION (Cant' d)

Comparison Method

In arriving at the market value of the subject property based on Comparison Method, we have
considered the following transactions of retail centre as well as hypermarkets in Johor Bahru, Penang
and Negeri Sembi Ian.

The com parables are as follows:-

Bursa Malaysia Bursa Malaysia Bursa Malaysia


Securities Berhad Securities Berhad Securities Berhad
Building Name Mydin @ Bukit Mydin @ Seremban 2 Tesco Bukit Indah
M
Location Jalan Persiaran Jalan Baru, Bukit Persia ran S2/B7, Jalan Bukit Indah 15,
Tanjung, Taman Mertajam, Pulau Seremban 2/ 70300 Taman Bukit Indah,
Cempaka, 81200 Johor Pinang 81200 Johor Bahru,
Bah Johor Johor

Tenure Leasehold 99 years In perpetuity In perpetuity In perpetuity


expiring on 23 January
2106
Lettable Area 21/700.22 sq. m

Damansara Assets Sdn Mydin Wholesale Cash Mydin Mohamed Bukit Indah (Johor)
Bhd and Sdn Bhd Hold' Berhad Sdn Bhd
AmanahRaya Trustees Maybank Trustees Bhd AmanahRaya Trustees OSK Trustees Bhd
Bhd (Trustee for AI- (Trustee for AmFIRST Bhd (Trustee for (Trustee for Axis REIT)
Salam REIT) REIT) Amanah Harta Tanah

It is noted that the analyzed values range from RM298 to RM671 per square foot. We have adopted
Comparable 1 as the most appropriate comparable based on its size and tenant mix features.
Therefore, we have adopted RM300 per square foot in our valuation.

A- 56
CBREI"'"""
C H Williams Talhar & Wong Sdn Bhd (18149.U)

Our Ref: WTW/01N/001197A/15/LAI, WTW/13N/002728{B}/15/LH,


WTW/04N/004705/15/ZA,WTW/04N/004706/15/ZA,
WTW/04N/004707/15/WHP and WTW/06N/001510/15/ARA

Page 57

Reconciliation of Value

The market value for the subject property derived from both Investment Method and Comparison
Method are shown as follows:-

Investment Method RMSO,OOO,OOO/-


Comparison Method RMSS,OOO,OOO/-

We have adopted the market value derived from Investment Method as a fair representation of the
market value of the subject property in view of the fact that the subject property is an income
generating property.

VALUATION

In our opinion, the market value of the subject property as at 1 March 2016 ON THE BASIS AS
STATED IN DETAIL UNDER THE TERMS OF REFERENCE HEREIN with permission to transfer, lease
and free from all encumbrances is RMSO,OOO,OOO/- (Ringgit Malaysia: Fifty Million Only).

Yours faithfully
for and on behalf of
C H Williams Talhar & Wong Sdn Bhd

ns) P operty Management


MRISM, PEPS, MMIPPM
Registered Valuer (V-788)

A- 57
APPENDIX B

INDEPENDENT PROPERTY MARKET REPORT

Savills (Malaysia) Sdn Bhd

PRIVATE AND CONFIDENTIAL


Level 9 Menara Milenium
Jalan Daman lela
Date: 6th December 2016
Bukit Damansara
50490 Kuala Lumpur
The Board of Directors
Malaysia
KIP REIT Management Sdn Bhd
Level 33A, Menara 1MK
Kompleks 1 Mont Kiara T: +60320925955
No.1 Jalan Kiara, Mont Kiara F: +60320925966
50480 Kuala Lumpur, Malaysia. www.savills.com.my

Dear Sirs,
INDEPENDENT PROPERTY MARKET REPORT FOR THE INITIAL PUBLIC OFFERING OF KIP REIT
MANAGEMENTSDNBHD

Savills (Malaysia) Sdn Bhd ("Savills") was commissioned by KIP REIT Management Sdn Bhd ("KIP
REIT") to provide an Independent Property Market Report ("Report") for the specific purpose of inclusion
into KIP REIT's Prospectus, in connection with KIP REIT's proposed initial public offering and listing of
KIP REIT on the Main Market of Bursa Malaysia Securities Berhad. This Report is required for
submission to the Securities Commission Malaysia ("SC") andl or relevant parties, in accordance with
the requirements of the Prospectus Guidelines issued by the SC.

It is understood that Pacific Trustee Bhd, being the proposed trustee for KIP REIT, will on behalf of KIP
REIT acquire a portfolio of real estate used primarily for retail purposes in the states of Johor, Negeri
Sembilan, Melaka and Selangor ("Subject Properties"). Accordingly, this Report aims to provide an
overview of the retail property market in the respective states. This will include a macroeconomic
overview, regulatory overview, state economic overview and submarket analysis of the Subject
Properties.

In accordance with our normal practice, we would state that this Report has been prepared for general
information purpose only and do not constitute a formal valuation, appraisal or recommendation. It is
only for the use of the persons to whom it is addressed and we accept no responsibility to any third party
for the whole or any part of its contents. It may not be published, reproduced or quoted in part or in
whole, nor may it be used as a basis for any contract, prospectus, agreement or other document without
prior consent, which will not be unreasonably withheld.

Our findings are based on the assumptions given. As is customary with market studies, our findings
should be subject to examination at regular intervals.

Offices and associates throughout the Americas, Europe, Asia Pacific. Africa and the Middle East.

Savills (Malaysia) Sdn Bhd (Company no. 333510-P)

(~RICS

VE (1)0232

B-1
Savills (Malaysia) Sdn Bhd

Level 9 Menara Milenium


Jalan Damanlela
Bukit Damansara
50490 Kuala Lumpur
Malaysia

T: +603 2092 5955


F: +603 2092 5966
www.savills.com.my

While reasonable care has been exercised in preparing the Report, it is subject to change and these
particulars do not constitute. nor constitute part of, an offer or contract. Interested parties should not rely
on the statements or representations of fact but must satisfy themselves by inspection or otherwise as
to the accuracy. The estimates and conclusions contained in this Report have been conscientiously
prepared in the light of our experience in the property market and information that we were able to
collect.

This Report is subject to the following limiting conditions:

The projections/estimates made by Savills are based on public and private sources. as well as
internal estimates that are subject to change and may prove to be incorrect. Readers of the
information should be aware that actual results may differ from those projected/estimated. In light
of the limitations on the projections/estimates and information described above. readers are
cautioned not to place undue reliance on this information.
Any plan or map in this Report is included to assist the readers in visual ising the Subject Properties.
We have made no survey of the Subject Properties and assume no responsibility in connection with
such matters.

For and on behalf of Savills (Malaysia) Sdn Bhd

kt-
ALLAN 500
Managing Director

Offices and associates throughout the Americas, Europe, Asia Pacific, Africa and the Middle East.

Savills (Malaysia) Sdn Bhd (Company no. 333510P)

(~RICS

VE (1) 0232

8-2
Independent Market Report
Savills Research Report

TABLE OF CONTENT
1. MALAYSIA ECONOMIC OVERVIEW AND OUTLOOK ..........................................................................................2
1.1 Malaysia Economic Overview ...........................................................................................................................................2
1.2 Income and Spending Trends ...........................................................................................................................................7
1.3 Retail Performance ...........................................................................................................................................................9
1.4 Performance of Real Estate Market ................................................................................................................................ 10
1.5 Regional and Local Retail Trends ................................................................................................................................... 10

2. STATE ECONOMIC AND PROPERTY MARKET OVERVIEW ........................................................................... 12


2.1 Economic Overview ........................................................................................................................................................ 12
2.2 Performance of Real Estate Market ................................................................................................................................ 16

3. RETAIL PROPERTY MARKET ............................................................................................................................ 18


3.1 Retail Formats .................................................................................................................................................................18
3.2 Johor ...............................................................................................................................................................................18
3.3 Negeri Sembilan ..............................................................................................................................................................22
3.4 Melaka .............................................................................................................................................................................24
3.5 Bangi. Selangor ...............................................................................................................................................................27

4. REVIEW ON REIT PORTFOLIO ........................................................................................................................... 29


4.1 Overview of the Portfolio .................................................................................................................................................29
4.2 Target I Catchment Market. .............................................................................................................................................29
4.3 KiP Mart Tampoi .............................................................................................................................................................29
4.4 KiP Mart Kota Tinggi .......................................................................................................................................................34
4.5 KiP Mart Masai ................................................................................................................................................................38
4.6 KiP Mart Lavender Senawang .........................................................................................................................................42
4.7 KiP Mart Melaka ..............................................................................................................................................................47
4.8 KiP Mall Bangi .................................................................................................................................................................51
4.9 SWOT Analysis ...............................................................................................................................................................56
4.10 Portfolio Summary ...........................................................................................................................................................59
4.11 Outlook ............................................................................................................................................................................60

Savills Research 6th December 2016 1

8-3
Independent Market Report
Savills Research Report savilis
1. MALAYSIA ECONOMIC OVERVIEW AND OUTLOOK
1.1 Malaysia Economic Overview
1.1.1 Key Economic and Demographic Indicators
Figure 1-1: Malaysia Economy Overview, 2005 - 2015

Note: 1 Compounded annual growth rate ("CAGR") applies for ear/iest to latest available data
2GDP per capita from 2010 onwards were based on latest available data from Department of Statistics, Malaysia (,DOS'7
(Based on Ministry of Finance, Malaysia ("MOF#) forecasts
Sources: DOS, BNM, MOF, Malaysian Investment Development Authority ("MIDA #), Malaysia Institute of Economic Research ("MIER#), Ministry of Tourism Malaysia, Savills Research

Savills Research 6th December 2016 2

8-4
Independent Market Report
Savills Research Report

Ill! Gross Domestic Product ("GDP"). Malaysia's Real GOP registered a growth of 5.0% in 2015 compared with 6.0% in 2014 and
4.7% in 2013. This is also within the MOF's 2015 Real GOP growth forecast of 4.5% to 5.5%. The growth was largely contributed
by the continuous growth in domestic demand. According to DOS, Malaysia's economy grew by 4.3% in 03/2016, supported by
the domestic demand and a rebound in net exports. This is within the Recalibrated Budget 2016 targeted growth of 4.0% to 4.5%
in 2016. Malaysia's GOP per capita (at current prices) increased by 7.2% year-on-year ("y-o-y") in 2014, to RM36,165 from
RM33,721 in 2013. According to the MOF, GDP per capita is forecasted to grow by approximately 3.6% to RM37,463 in 2015.
!!II Consumer Price Index ("CPI"). Inflation rate was 2.1 % in 2015. RAM Rating Services Bhd ("RAM") expects the inflation rate to
average 2.5% in 2016 due to the persistent low oil prices and limited channels for imported inflation. Infaltion for the first nine
months of 2016 averages at 2.2%.
iii Real Domestic Aggregate Demand. Domestic demand registered a growth of 5.1% in 2015, compared to 5.9% in 2014. Public
consumption has recorded a slower growth rate of 3.0% in 2015 as a result of a moderate increase in government expenditure.
According to MOF, domestic demand grew by 4.7% in 03/2016, driven by private consumption and private investment. The MOF
estimates the domestic demand to grow by 4.7% in 2016, with private sector driving the expansion.
iii Private Consumption and Investment. Private consumption grew by 6.0% in 2015 compared with 7.9% in the previous year,
supported by stable wage growth and labour market conditions. During the same period, private investment expanded by 6.4%,
driven by capital spending in manufacturing and services sectors. According to BNM, private consumption grew by 6.4% in the
third quarter of 2016. Consumer spending is foreseen to be subdued due to the effects of the GST implementation, together with
the lower oil prices and weaker Ringgit that is expected to impact negatively on Malaysia's near-term growth prospects resulting
in a decrease in its current account surplus. Private consumption and investment are estimated to grow by 6.1% and 5.3%,
respectively in 2016.
!11 Sector Performance. On the supply side, all economic sectors recorded higher growth rates in 2015, driven by domestic and
external factors, and led by the services and manufacturing sectors both recording a growth of 5.0% y-o-y. According to the DOS,
performance of the services sector was underpinned by wholesale and retail trade, while electrical, electronics and optical
products are the key drivers in the manufacturing sector. In 03/2016, the services and manufacturing sector grew by 6.1% and
4.2%, respectively.
III Investments. Approved investments for the manufacturing and services sectors fell by 18.8% in 2015 to RM182.9 billion, mainly
affected by the falling oil and commodity prices and the stronger USD. 81.2% of the approved investments comprises domestic
investments while the remaining comprises foreign investments. Foreign Direct Investments (UFO I") recorded higher inflows of
RM123.4 billion in 2015 compared to RM112.1 billion in 2014, contributed by the manufacturing (56.0% of total) and services
(27.5%) sectors.
l!i Household Debt. In 2015, total household debt increased by 8.7% to RM698 billion. Household debt to gross domestic product
(GOP) ratio increased to an alarming 89.1 % last year. According to the BNM, the ability to service debts remained firm, supported
by a broadly stable domestic employment and income outlook. Household savings on the other hand, increased by 5.0% in 2015.
Credit risk exposures remained manageable, due the effect of measures introduced by BNM to curb excessive debt accumulation,
such as tightening loan approvals, loan-to-value ratio calculation based on property's net price, and a mortgage assessment on
net income rather than gross income. As of 03/2016, the total household debt registered at RM727 billion.
II Tourism. The contribution ofthe tourism industry to GOP was 14.4% (RM166.5 billion) in 2015 compared to 13.7% (RM151.7
billion) in the preceding year. In 2015, the contribution of the tourism direct industry (expenditure within the tourism industry) to
the GOP decreased marginally to 6.0% (2014: 6.2%). Tourist arrivals stood at 25.7 million in 2015 compared to 27.4 million in
2014, where approximately half of the tourist arrivals are from Singapore. The fall of tourist arrivals was primarily due to the
weakening international and local economies, as well as the negative impact from the Flight MH370 incident in 2014. The tourist
receipts totals RM69.1 billion in 2015, a fall of 4.0% from RM72.0 billion in 2014.

1.1.2 Federal Level Government Policies and Initiatives


iii The government's unveiling of comprehensive packages of economic liberalisation measures since 2009 have made Malaysia's
investment market more liberal and on par with similar counterparts such as Singapore in the region. The packages are wide in
scope, have a significant impact on the real estate sector may widen and diversify the base of the nation's economy, and
encourage the growth of the services sector.
l1li The New Economic Model C'NEM") was unveiled in 2010 by the Prime Minister. It is an economic plan consisting of a set of
comprehensive reform measures outlining the growth strategy for Malaysia by the year 2020. The main goals of the NEM are to:
!II Transform Malaysia into a high income nation with USD15,OOO - USD20,OOO GOP per capita by 2020;
!II Create a sustainable society by meeting present needs without compromising future generations; and
!II Build an inclusive society by enabling all communities to fully benefit from the wealth of the country.
!Ill The government constitutes four pillars of national transformation under the NEM, namely:
~ 1 Malaysia for the preservation and enhancement of unity in diversity in Malaysia;
!II Government Transformation Programme (uGTP") for effective delivery of government services;
~ Economic Transformation Programme ("ETP") for a high income, inclusive and sustainable nation; and
~ Eleventh Malaysia Plan ("11 MP") for macroeconomic growth targets and expenditure allocation.
Overall, the federal government's initiatives are expected to create jobs and increase disposable income which would create
demand and have a positive spill-over effects on the broad property sector. Meanwhile, government pOlicies related to improving
infrastructure works are also anticipated to change the retail landscape in the future due to increasing mobility of the population,
thereby creating opportunity for commercial properties.
!.Il Figure 2-2 details initiatives from the federal government programmes, as well as annual budgets that are related to the income,
property, retail, tourism and infrastructure segments.

Savills Research 6 th December 2016 3

8-5
Independent Market Report
Savills Research Report

!II The anticipated economic growth is to be spearheaded by 12 identified National Key Economic Areas ("NKEA"), including oil,
gas and energy; palm oil; financial services; tourism; business services; electronics and electrical; wholesale and retail;
education; healthcare; communications content and infrastructure; agriculture; and the Greater Kuala Lumpur/Klang Valley.
III The wholesale and retail sector is identified as one of the NKEAs, and is expected to boost gross national income ("GNI") by
RM156 billion and create 454,190 new jobs by 2020. It aims to improve retailers' capabilities, explore opportunities abroad and
also have plans to remove import duties on lUxury goods to increase the affordability for locals and tourists.
f!il Entry Point Projects ("EPP") are set up to ensure the continous growth of the wholesale and retail sector through three key
areas higher retail expenditure, urbanisation and population growth. EPP under wholesale and retail sector include:
::.I EPP1: Increasing the Number of Large Formats Stores
::.I EPP 2: Modemising via the Small Retailer Transformation Programme (TUKAR)
::.I EPP 3: The Development of Community Markets (which has been transferred to the Agriculture NKEA
::.I EPP 4: Transforming Automotive Workshops
!>I EPP 5: Developing Makan Bazaars
::.I EPP 6: Developing 1 Malaysia Malls
!>I EPP 7: Virtual Mall
::.I EPP 8: Facilitating Local Businesses to Acquire Stakes in Foreign Retail Businesses
::.I EPP 9: Making Malaysia Duty Free
!l.I EPP 10: Setting Up Well ness Resorts
!>I EPP 11: Organising Unified Malaysia
!>I EPP 12: Transforming KLiA into a Retail Hub
!>I EPP 13: Big Box Boulevards
Ill! The following are selected policies and initiatives under the ETP which generally affect the property and retail segments in
Johor, Negeri Sembilan, Melaka and Selangor:
!>I Johor. RM300 million has already been invested in the implementation of Johor Premium Outlets being the first premium outlet
centre for the Southeast Asia retail market. It is located in Genting Indahpura, which feature amongst others, a hotel,
intemational theme park and the retail outlet.
~ Negeri Sembilan. About 11,000 affordable housing units are planned to be built in the Seremban Sentral1 Malaysia People's
housing ("PR1 MAU) project in Seremban Utara (formerly known as Ulu Temiang). The development was launched in 2014 and
was expected to complete in two-and-a-half years time. Upon the completion of the project, the inflow of population is expected
to increase the retail demand within the immediate areas. There has been a delay in this initiative due to the issue on the price
of the land between owners Railway Asset Corporation and PR1 MA.
::.I Melaka. The policies for Melaka are focused on the tourism sector, where the Ministry of Tourism and Culture has been
facilitating an integrated development, Melaka Gateway, to create a tourism island, along with its Malaysia Eye attraction.
Future phases of Melaka Gateway would include high-end hotel developments, supporting the retail and other lifestyle
attractions.
C!,I Selangor. The Mass Rapid Transit ("MRr) is integral to the success of the Greater Kuala Lumpur/Klang Valley NKEA, which
in turn is a key catalyst for the ETP overall. It will be a key driver to support the public transport modal share from 12% currently
to 50%. It is expected that a total of RM36.6 billion would be invested by 2020. The High Speed Rail System ("HSR") is currently
under planning stages where the Land Public Transport Commission ("SPAD") is in discussions with the state and local
authorities to finalise the Malaysian alignment. The main objective of the high speed rail is to reduce the travel time between
Kuala Lumpur and Singapore to 90 minutes, and to strengthen the link between the two cities. The improved infrastructure is
expected to create investment opportunities as well as job opportunities, and have a spillover effect in the property, retail and
income segment.

final 5-year 2020, which aims to a platform that shifts put new
approaches to achieve the goals set out in Vision 2020. Policies under the 11 MP focus on a 'people economy', with the goal of
providing a better quality of life for all Malaysians. The following are several identified goals under the 11 MP:
::.I Expand Real GDP by 5-6% per annum
::.I Increase labour productivity from RM77,100 in 2015 to RM92,300 by 2020
~ Increase GNI per capita from RM36,937 in 2015 to RM54,100 by 2020
!>I Increase average monthly household income from RM6,141 in 2014 to RM10,540 by 2020
::.I Increase the share of compensation of employees to GDP from 34.9% in 2015 to at least 40% by 2020
::.I Increase the Malaysian Wellbeing Index by 1.7% per annum
::.I Increase labour productivity by 3.7% per annum

Savills Research 6 th December 2016 4

B 6
Independent Market Report
Savills Research Report

Malaysia Budget 2017


Malaysia Budget 2017 was tabled by the Prime Minister on 21 October 2016. PoliCies concerning the income and property
sectors are as follows:
~ Increase in Disposable Income
" 1Malaysia People's Aid ("BR1 M") for households earning less than RM3,OOO per month was increased to RM1,200. BR1 M for
households with monthly income of between RM3,000 and RM4,OOO was raised from RM800 to RM900, while aids for single
individuals earning below RM2,000 was raised from RM400 to RM450.

~ Housing
Effective 1 January 2017 to 31 December 2018, the government increased the stamp duty exemption on instruments oftransfer
and housing loan instruments to 100% for houses with values up to RM300,OOO for first time house buyers.
The rate of stamp duty on instruments of transfer of real estate worth more than RM1,000,000 will be increased from 3% to
4%. effective 1 January 2018.
More than a total of 54,850 units of affordable housing to be built, including:
o 10,000 houses in urban areas for rental to eligible youths with permanent jobs. The young graduates may rent up to a
maximum of five years at lower than the market rate;
o 30,000 units of Perumahan Penjawat Awam 1Malaysia ("PPA 1M") priced from RM90,OOO to RM300,OOO;
o 9,850 units of houses under the People's Housing Programme ("PPR");
o 5,000 units of People's Friendly Home ("PMR"), with up to RM20,OOO government subsidy;
An introduction of a new special "step-up" end-financing scheme for PR1 MA homes to reduce loan rejection rate. It is a
collaboration among the government, BNM, EPF, and four local banks, namely Maybank, CIMB, RHB and AmBank. The
application process will start from 1 January 2017.
The government will provide vacant lands as strategic locations to Government-linked companies ("GLCs") and PR1 MA to
build more than 30,000 houses, with selling prices ranging between RM150,000 and RM300,000.
, The government allocated RM200 million for the introduction of My Beautiful New Home for the bottom 40% of households with
monthly income of RM3,900 and below. 5,000 units will be built, priced at RM40,OOO and RM50,OOO per unit. The govemment
will finance RM20,OOO, while the owner will pay the remaining of the instalment.
u Public servants' housing loan eligibility up from between RM120,OOO and RM600,000 to between RM200,000 and RM750,000.

Malaysia Budget 2016


III Malaysia Budget 2016 was tabled by the Prime Minister on 23 October 2015. Policies concerning the property retail, tourism
and income sectors are as follows:
"!II Increase in Disposable Income
Effective from 1 July 2016, the minimum wage in Peninsular Malaysia will be increased from RM900 per month to RM1,OOO
per month and from RM800 to RM920 per month for Sabah, Sarawak and the Federal Territory of Labuan. The new minimum
wage will be implemented in all sectors except for domestic maids.
Increase in tax relief, such as:
o Tax relief for each child below 18 years of age is increased from RM1 ,000 to RM2,OOO from year of assessment ("YA")
2016;
o Tax relief for non-working spouse is increased from RM3,000 to RM4,000;
o Tax relief for children who provide for their parents is given tax relief of RM1 ,500 for each parent. The relief is subject to
the condition that each parent does not have income exceeding RM2,OOO a month and must be 60 years and above;
o Tax relief for each child above the age of 18 years who is studying at local or foreign institutions of higher learning is
increased from RM6,OOO to RM8,000, from YA2016.
o Tax relief for disabled child above the age of 18 years who is studying at local or foreign institutions of higher leaming is
increased from RM6,OOO to RM8,000, from YA2016.
o Tax relief on study fees is increased from RM5,OOO to RM7,OOO per year.
BR1 M assistance for household with monthly income of RM3,000 and below is increased to RM1,OOO, while for households
earning between RM3,001 and RM4,OOO, BR1 M assistance is raised to RM800. Single individuals aged 21 and above with
monthly income of less than RM2,OOO would receive BR1M assistance of RM400. A new category for BR1M would be
introduced for all participants in the e-Kasih database with monthly income of less than RM1,000, providing cash aid of
RM1 ,050, while the Family Bereavement Scheme of RM1,OOO would continue for the next of kin of those met in an unfortunate
event.

~ Increase in Income Tax Rate


" Income tax rates for resident individuals whose chargeable income from RM600,001 to RM1,OOO,000 increased by 1% from
25% to 26% and chargeable income exceeding RM1 ,000,000 increased by 3% from 25% to 28% from YA2016 onwards.

Housing
" A total of 346,500 units of affordable housing to be built, including:
o 175,000 units of PR1 MA housing;
o 22,300 apartment units and 9,800 terrace units under PPR;
o 100,000 units of houses under PPA 1M;
o 10,000 units of Rumah Mesra Rakyat ("RMR");
o The Federal Land Development Authority ("FELDA"), Federal Land
("FELCRA") and Rubber Industry Smallholders Development Authority ("RISDA")

Savills Research 6 th December 2016 5

8-7
Independent Market Report
Savills Research Report

o Kwasa Land Sdn Bhd and Sime Darby Property Bhd will build 800 units and 4,600 units of affordable houses, respectively,
in the vicinity of the Kwasa Damansara MRT station in Bandar Kwasa Damansara.
" The government has announced a 20% exemption on stamp duty on Shariah-compliant home loans.
The govemment will launch several high-impact property developments to boost domestic investment, including the Malaysian
Vision Village, which covers an area of 108,000 hectares from Nilai to Port Dickson, and Cyber City Centre in Cyberjaya.

IlII On 28 January 2016, the Prime Minister announced the recalibrated Budget 2016. The following highlights initiatives that are
related to consumer spending:
~ Reintroduce special tax relief of RM2,000 for individual taxpayers with a monthly income of RM8,000 or below;
~ The statutory rate for EPF contributions by employees to be reduced by 3% to 8% from March 2016 until December 2017 to
increase the people's discretionary income to cope with the rise in cost of living;
~ Liberalisation of approved permits for agricultural products, including coffee beans and meats, to reduce the cost of daily food
items; and
~ Domestic Trade and Consumer Affairs Ministry to increase the number of affordable shopping outlets such as hypermarkets.

Other Related Initiatives


I'l! Other related initiatives announced in the previous Malaysia Budgets are as follows:
~ Increase in Disposable Income
One-off cash payment of RM500 to a potential 5.2 million households earning less than RM3,000 per month (Budget 2012);
BR1 M was expanded to single individuals above the age of 21 with income of not more than RM2,000 a month, providing cash
aid of RM250 (Budget 2013);
The assistance of BR1 M was raised to RM650 for each household earning less than RM3,000 per month, while the assistance
for single individuals aged 21 and above with monthly income of less than RM2,000 is raised to RM300. BR1 M was extended
to households with monthly income of between RM3,000 and RM4,000, with cash aid of RM450 (Budget 2014);
BR1 M for households earning less than RM3,000 per month was increased from RM650 to RM950 in three instalments in
January, May and September. BR1 M for households with monthly income of between RM3,000 and RM4,000 was raised from
RM450 to RM750, while aids for single individuals above the age of 21 was raised from RM300 to RM350 (Budget 2015).

~ Housing
RM543 million was provided to National Housing Department for the implementation of 45 projects under PPR involving 20,454
units which would be constructed through the Industrialised Building System (Budget 2013);
The government allocated RM100 million to the Ministry of Housing and Local Government to revive 30 abandoned housing
projects. Original house buyers of abandoned projects would be given stamp duty exemption on all instruments executed for
the purpose of obtaining additional financing and transfer of the house (Budget 2013);
A total of 143,000 affordable housing to be built, including 80,000 units of PR1 MA housing, 26,000 units under the PPR, 12,000
units of RMR, 5,000 units of Rumah Idaman Rakyat and 20,000 units of Rumah Espirasi Rakyat (Budget 2015);
The government agreed to extend the 50% stamp duty exemption on instruments of transfer and loan agreements, and increase
the purchase limit from RM400,000 to RM500,000, in order to enable more people to own their first home, thus reducing the
cost of buying a house (Budget 2015);
The ceiling price for My First Home Scheme was raised from RM400,000 to RM500,000 in line with the stamp duty exemption,
along with increase of age limit of borrowers from 35 to 40 years old (Budget 2015).

~ Infrastructure
RM29.8 billion was allocated for investment in infrastructure, industrial and rural development (Budget 2012);
RM2.8 billion was allocated for infrastructure projects in rural areas (Budget 2013);
Infrastructure projects that would be implemented in 2015, includes the construction of Sungai Besi - Ulu Klang Expressway
(SUKE), West Coast Expressway from Taiping to Banting, Damansara - Shah Alam Highway (DASH), Eastern Klang Valley
Expressway (EKVE) and upgrading the East Coast railway line along Gemas - Mentakab, Jerantut - Sungai Yu and Gua
Musang - Tumpat. For rail networks, infrastructure projects include the construction of the Second MRT Line from Selayang
to Putrajaya and the Light Rapid Transit ("LRT") 3 Project, which will link Bandar Utama to Shah Alam and Klang (Budget
2015).

1.1.3 Guidelines Affecting Competition


[f;l Significant guidelines affecting the retail sector are listed below:
~ Foreign Participation Guidelines: The new Guidelines on Foreign Participation in The Distributive Trade Services Malaysia,
which is a revision of the previous guidelines 2004, were issued by the Ministry of Domestic Trade, Co-Operatives and
Consumerism ("MDTCC") in 2010. These guidelines cover all proposals and ancillary business with foreign involvement, as well
as the requirement to obtain the approval of MDTCC for foreign equity in distributive trade. Apart from that, the new guidelines
allows all distributive trade format, except for hypermarkets, to be 100% owned by foreign interests. Below are policies that affect
the operations of hypermarkets:
Hypermarket Licensing and Registration: All hypermarket businesses with foreign equity including existing businesses
operating under foreign branches must be incorporated locally. The minimum capital investment in shareholders' funds is
RM50 million.

Savills Research 6th December 2016 6

8-8
Independent Market Report
Savills Research Report

Equity Policy: The hypermarket format must provide 30% equity for Bumiputra. A grace period of three years for compliance
may be given upon approval.
Environment and Public Interest: Hypermarkets are not allowed to operate within a 3.5 km radius of residential areas and
town centres. One hypermarket is allowed for every 250,000 residents.
However, in 2011, the govemment has reinstated the issuance of new hypermarket licenses to foreign companies instead of
swapping existing licenses for new ones as capped in the guidelines.
: Price Control and Anti-Profiteering Act 2011 ("PCAPA"): The Malaysian govemment enacted PCAPA effectively on 1 April
2011 to determine prices of goods or charges for services with the objective of curbing excessive profiteering of essentials by
unscrupulous traders and safeguard consumers against opportunistic profiteers especially during festive seasons and times of
crisis. PCAPA is meant to prevent businesses from hiking up prices excessively upon the implementation of the GST. The
mechanisms to determine unreasonable profit is prescribed by the MDTCC in which the price controller will determine the
maximum, minimum and fixed price for goods and services. PCAPA affects both vendors and buyers, and are subjected to
various penalties depending on different circumstances. Buyers are liable for prosecution if they purchase or offer to purchase
any price-controlled goods or services at prices different from those determined by the Price Controller unless proven innocent.

1.1.4 Infrastructure Development


III lnfrastructural development in Malaysia has received the largest share of monetary allocation in public development expenditure
over the years. Public spending on public utilities and transport were RM1.5 billion and RM4.9 billion respectively in 2000,
increasing to RM4.5 billion and RM8.7 billion, respectively, in 2015. Cumulative spending on these two components were RM46.2
billion and RM124.7 billion from 2000 to 2015 respectively, accounting for 7.2% and 19.4% of the aggregate public development
expenditure. It is estimated that the public spending on public utilities and transport in 2016 would be at RM3.6 billion and RM8.4
billion, respectively.
iii Going forward, rail-oriented transportation development will be the focus of infrastructure developments, including the following
significant projects undertaken by various authorities.
: Kuala Lumpur-Singapore HSR by SPAD
: Kuala Lumpur LRT by Prasarana Malaysia Bhd
:::.l Kuala Lumpur MRT by MRT Corporation Sdn Bhd
: Singapore-Johor Bahru Rapid Transit System (RTS) by SPAD
III The improved connectivity between Malaysia and Singapore is expected to generate more business engagements which is likely
to result in increased job opportunities and income growth.

1.2 Income and Spending Trends


1.2.1 Mean Gross Monthly Household Income
1-3: MalaYSia

Source: Economic Planning Unit tEPU', and DOS, Household Income Survey

III The Household Income and Basic Amenities Survey is carried out twice in 5 years by DOS, providing data on the income, poverty
and basic amenities of Malaysian citizens.
III The national mean gross monthly household income has increased from RM3,011 in 2002 to RM6,141 in 2014, recording a
CAGR of 6.12%.
111 Mean gross monthly household income in 2014 for Negeri Sembilan and Melaka stood at RM5,271 and RM6,046 respectively,
both of which were lower than the national average of RM6, 141. Negeri Sembilan's mean gross monthly household income grew
by a CAGR of 5.61% from 2002 to 2014, while that of Melaka grew by a CAGR of 7.12% during the same period. At RM6,207,
Johor's mean gross monthly household income is higher than national average, with a CAGR of 6.35% from 2002 to 2014.

\lJl In comparison, the mean gross monthly household incomes in Kuala Lumpur and Selangor are substantially higher than other
states at RM10,629 and RM8,252, respectively. Kuala Lumpur's mean gross monthly household income grew by a CAGR of
6.61 % from 2002 to 2014, while that of Selangor grew by 5.37% during the same period.
The mean household income levels of Kuala Lumpur and Selangor place both within the higher band of the middle income group
(RM5,000 to RM9,999). Conversely Johor, Melaka and Negeri Sembilan fall within the lower to middle income category (RM3,000
to RM4,999).
III This suggests a limited range of brands and generally a lower retail pOSitioning in Johor, Melaka and Negeri Sembilan. Retailers
focused on price point strategies such as discounters or bulk merchandising stores will do well in these markets, whereas lifestyle
trades may encounter difficulties in being profitable. It is worth noting, however, that aspirational premium brands such as Coach,

Savills Research 6 th December 2016 7

8-9
Independent Market Report
Savills Research Report

Longchamp and Michael Kors, may have market support from the upper middle income group who patronize stores the city
centres, particularly in Johor Bahru.

1.2.2 Household Expenditure


Figure 1-4: Malaysia Composition of Household Expenditure, 1998/99 - 2014

100% I!l Miscellaneous good and services

c Restaurants and hotels

80% !il!Education

Recreation services and culture


70%
IJI Communication

III Transport
50%
ill Health
40%
!I! Furnishings, household equipment
30% and routine household maintenance
Housing, water, electricity, gas and
20% other fuels
IIiI Clothing and footwear
10%
Alcoholic beverages and tobacco
0%
Food and non-alcoholic beverages
1998/99 2004/05 2009/10 2014
Source: DOS and BNM

ill Based on the most recent Household Expenditure Survey carried out by DOS in 2014, Malaysian households spend, on average,
57.4% of their total expenditure on key items, such as food and non-alcoholic beverages (18.9%), housing, water, electricity, gas
and other fuels (23.9%) and transport (14.6%). The total percentage of spending on these key items is marginally lower in this
latest survey than in previous surveys (57.8% in 2009/10 and 58.2% in 2004/05). However, this does not necessarily suggest
that spending on key items is lower in quantum as income has grown Significantly.
III Categories of expenditure that have grown in importance, as a percentage of total expenditure over the past 15 years from
1998/99 to 2014 include communication (+47.2%), alcoholic beverages and tobacco (+21.1 %), miscellaneous goods and services
(+13.8%) and recreation (+14.0%). This is a characteristic of income growth in emerging economies. As household income
increases, the proportion of percentage of expenditure on discretionary items such as mobile devices, beauty services and
transport increases while the percentage of expenditure on key items decreases.

1.2.3 Consumer Behaviour


Malaysia's GDP has grown over 61 % since 2005 at a CAGR of 4.9%. Based on the latest official statistics, average household
income has also grown by close to 90% from 2004 to 2014, at a CAGR of 6.6%. This has resulted in the retail industry growing
as well. The frequency of visits to retail centres is a sign of changing lifestyles - private surveys conducted in the city centre and
suburban malls show that average annual visitations to retail centres were both more than 50 times a year, that is at least once
a week.
III However, the middle income groups have been affected by inflation with purchasing power shrinking as petrol and utility prices
have increased faster than salary growth. This has resulted in price elasticity becoming more pronounced leading to middle
income consumers being driven by value-for-money merchandises.
!li This has underpinned the rapid growth of hypermarkets and fast food chains in the last two decades as middle income families
spend on affordable products, especially necessity items.
ASide from the economic factors affecting consumer demand, the greater awareness of food safety and health issues has also
impacted shopping behaviour. Hence even within the grocery trade, the competition is not only on price but on freshness and
quality as well.

Savills Research 6th December 2016 8

B - 10
Independent Market Report
Savills Research Report

1.3 Retail Performance


Figure 15: Malaysia Retail Sales Value, Retail Sales Growth and GDP Growth, 2005 - 2015e
RM 120.0 bil - Sales Value (RM bil) 14.0%
- Retail Sales Growth
- -- GDP Growth 12.0%
RM 100.0 bil
10.0%

RM 80.0 bil 8.0%

6.0%
RM 60.0 bil
4.0%

RM 40.0 bil 2.0%

0.0%
RM 20.0 bil
-2.0%

RM 0.0 bil -4.0%


2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016e
Note: e - estimation
Source: DOS, Malaysia Retailers Association ("MRA', and Retail Group Malaysia ("RGM'')

fill According to RGM, Malaysia recorded retail sales value of RM96.2 billion and retail sales growth of 1.4% in 2015, recording the
lowest growth since 2001 and is lower than the estimate of 2.0%. The weak MYR resulted in higher import costs, which led to
increased retail prices, causing the purchasing power of consumers to deteriorate further.
III RGM reported that the retail industry sales saw a 7.5% growth in Q2/2016, from a 0.5% growth in the previous quarter. The
sector is expected to see a slight pick-up in December, given the school holiday and festive season. It is forecasted that the retail
sales for 2016 to grow by 3.5%. RGM believes that consumers will remain cautious with their spending given the current weak
economy as well as the expecatation of increase in price of retail goods and services before the end of 2016.

1.3.1 Factors Influencing Retail Demand


III Economic factors. Consumer confidence, a critical factor in retail spending, generally moves in tandem with economic
conditions. A CAGR of 6.8% from 2005 to 2014 in GDP per capita and average household monthly income from RM3,249 in
2004 to RM6,141 in 2014 (CAGR of 6.6%), have resulted to higher disposable income. Nonetheless, this positive effect is
diminished by the inflation in recent years.
iii! Demographics. Malaysia population has a median age of 26.2 years in 2010, with more than 49% of the population below 27
years of age. This young population supports both the housing and retail sectors as the population enters into the workforce and
contribute to higher demand. In addition, urban migration is also key to growth in private consumption and retail sector.
Iili Ease of credit. As reported by BNM, consumption credit disbursed. which consists of loans for personal uses, credit card
spending and the purchase of consumer durable goods, expanded by around 10% annually between 2006 and 2015. In the same
period domestic demand rose accordingly, as shown in Figure 1-1. While the BNM has adopted measures to control household
debt which is expected to limit retail spending, the easing in monetary policy such as cuts in statutory reserve requirement will
provide more liquidity into all sectors in the market.
Illl Infrastructural development. Easy access to retail destinations creates convenience for shoppers. Projects such as the
extension of highways, construction of MRT and LRT lines and other improvement on infrastructure will benefit retail sector as
catchment is extended with the improved connectivity.
Price and variety. While the demographic is trending towards a larger middle income base throughout the country, it is one that
is increasingly affected by rising prices of goods. As a result, discretionary spending is impacted and the general households are
more attracted by value-for-money merchandises and retail formats such as the KiP Marts. The middle class and above are also
increasingly exposed to global influence and has developed a more discerning taste, therefore good variety of merchandise is
also a critical factor.

Savills Research 6th December 2016 9

B - 11
Independent Market Report
Savills Research Report

1.4 Performance of Real Estate Market


Figure 1-6: Malaysia Property Transaction Volume and Value, 2004 -Q3/2016
180.0 r 500,000

160.0 450,000

140.0 400,000
:c 350,000
r/)
c
- Others (Value)
:2 120.0 0 - - Commercial (Value)
!;f. 300,000 n - Residential (Value)
Q)
::l
100.0 m
~
250,000 ~
I-
-Residential (Volume)

c 80.0 -Commercial (Volume)


0 200,000 15
:p -Others (Volume)
60.0 ci
m 150,000 z - Total (Volume)
c
~ 40.0 100,000
I-

~
20.0 50,000

0.0 0
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 9M 9M
2015 2016
Note: Others include industrial, agriculture and development land
Source: Valuation and Properly Services Deparlment, Ministry of Finance Malaysia ("JPPH'?

III The first nine month of2016 recorded 240,001 property transactions worth RM95.7 billion, representing a fall of 11.9% and 16.1%
in transaction value and volume, respectively, compared to the same period in 2015. 151,738 residential properties were
transacted for RM48.6 billion, representing decreases of 14.3% in volume and 10.4% in value against the previous year. On the
other hand, commercial properties registered a 15.5% drop in value (RM17.1 billion) and 29.1% decrease in volume (17,461
units).
II! In 2015, a total of 362,105 property transactions were registered for RM149.9 billion. The transaction value fell by 8.0% in 2015,
compared to a 7.0% growth in 2014. This is the first decline in transaction value since 2009, which declined by 8.3%. The fall in
transaction value was primarily due to the residential property maket sector which recorded a higher number of transactions
priced below RM500,000. However, according to the preliminary Housing Price Index ("HPI") data, the HPI increase by 6.4% in
2015. The decline in transacted volume was a result of the various property cooling measures introduced by the government to
curb speculation in the property sector. The Malaysian Industrial Development Finance Bhd ("MIDF") noted that consumers'
appetite on big ticket items such as property remains low due to the high household debt and the higher cost of living.

1.5 Regional and Local Retail Trends


11 In the submarkets of the big cities, including Kuala Lumpur, there is a strong demand for local or regional merchandise particularly
non-branded goods. Whilst the more affluent households will seek out the latest in fashion imports and brands, the lower to
middle income groups will graVitate towards value-for-money, non-branded items.
Ii!! This behaviour pattern has in fact spawned the growth of bazaar type malls that is based on both a wholesale and retail format.
This is a recent phenomenon in the fashion retail industry that has spread in the region, starting from South Korea to Hong Kong,
Taiwan, Thailand and more recently in Malaysia. Korea's Dongdaemun Market is famous for its wholesale market and fast
fashion, where most of the rest of Asian fashion sources its merchandise today. Fast fashion clothing collections are based on
the most recent trends designed and manufactured quickly and afford ably to allow the mass market to take advantage of current
clothing styles at low prices. Taiwan's night markets are a great draw for locals and tourists alike and Korean goods flourish here
as well. Bangkok's Platinum wholesale mall is now the reference point for many developers elsewhere. It has hundreds of small
wholesale shop units and is hugely popular with locals and tourists. The attraction is its variety and quantity of cheap fast fashion
products. Locally, Kenanga Wholesale Mall in Kuala Lumpur is based on that model.
III The broader trends are that fashion is divided now into two forces, one originating from the west and the other from the east.
Designer and fast fashion global brands like Prada and H&M from the west are leading the fashion business worldwide. At the
other end, masstige fashion is represented by cheap Asian products with attractive price points seen in Shinjuku and
Dongdaemun. The former is epitomised by Pavilion whilst the latter is seen both in Sungei Wang and Kenanga Wholesale Mall.
Il1i In this weakening global economy, the mass market is now more driven by the price factor, where places similar to a bazaar
appear cheaper and hence are more attractive to their target markets of lower to middle income groups. This may explain the
popularity of some night markets and at the extreme end, Chatuchak Market in Bangkok.
iii In Malaysia, this wide base of the lower to middle income group has not been well served, as the majority of shopping centres
rely on common brands as their main offering.
III In some ways, a similar trend is occurring within the grocery sector. Whilst hypermarket chains have been able to dominate the
market through bulk purchase and low margins, the lack of choice resulting from the reduction in suppliers capable of surviving
at such low margins have shifted consumers to unorganised retail such as traditional fresh markets, which offers fresh produce
and wider of

Savills Research 6 th December 2016 10

B - 12
Independent Market Report
Savills Research Report

Direct-from-source retailing in the form of traders sourcing products directly from farmers and fishermen is another result, and
this is manifest now in KiP Marts as well as in some of the lower priced local suburban supermarkets such as NSK Supermarkets,
Pasaraya Ong Tai Kim in Danau Kota, Maslee in Tampoi and Taman Dahlia, Johor, Pasar Borong Pandan in Tebrau Pandan,
Today's Market in Kota Masai, Leisure Mall in Taman Pelangi, and Supplier's Mart along Jalan Tebrau.
Ii.ll In the suburban markets, the pressures of inner city congestion and price competition have spawned the growth of a new type of
retail centres which combines the attraction of low prices and variety. These community retail centres which capitalise well on
the lower to middle market positioning of the hypermarkets. The physical structures are in fact replicas of hypermarkets in terms
of being single or double storey warehouse structures with high ceilings and simple finishes. These community retail centres are
however operated by single landlords as opposed to stand alone hypermarkets which are operated by the retailers themselves.
The major difference in terms of merchandise offerings is both in the content of groceries which is significantly reduced here and
in the fresh division which is substituted here by a modern, in-door fresh market instead. Merchandise range is complete albeit
in smaller volume, and the advantage is that such community retail centres can offer a wider range of local products compared
to the hypermarkets, especially fresh produce. An additional differentiation is in the personalisation of the merchandises as fresh
market stalls are operated by traditional market stall holders themselves. To the consumer, the advantage of community retail
centres is the wider variety and fresher products and merchandise.
With these distinct competitive advantages and differentiation, community retail centres represent a viable alternative to the
traditional hypermarkets and to neighbourhood centres by providing competitive offering to the lower to middle income groups in
smaller towns and secondary markets in the country. These are in fact more sustainable than hypermarkets as the community
retail centres can operate in a smaller catchment, while the hypermarkets faces competition in smaller submarkets that cannot
support the large format. The failure of Carrefour suggests that the hypermarket category is saturated so rationalisation will
continue in this category as competition between hypermarkets further intensifies.
IiII Community retail centres are multi-tenanted and can command a higher average net rent to its owners than a single tenant like
a hypermarket would. Whereas hypermarkets usually pay sub-RM2.00 per sq ft per month rents for an entire 150,000 sq ft
building, community retail centres on the other hand can generate average rents of up to RM9.00 per sq ft per month, as shown
in the KiP Mart example. The other advantage to the community retail centres' owners is the lower concentration risk of multi
tenancies compared with that of a single tenancy in a hypermarket. Nonetheless, in most instances landlords of the community
retail centres are responsible for the upkeep and maintenance of the properties, compared to the hypermarket landlords that
passed on the cost to the hypermarket tenants.
i1li Community retail centres are also sustainable investment assets as they are not dependent on the top-ranging retail tenants
found in most traditional malls. In the increasingly competitive and over-supplied shopping centre category, intense competition
for tenants has resulted in lower rents for new-entry malls and poor occupancy levels at opening. It has also resulted in a tenants'
market and landlords have had to give away incentives mainly in terms of rent holidays as well as large capital contributions to
shop fit outs. Community retail centres have the advantage in terms of commanding better rents and less capital incentives as
the tenants are smaller independents.

Savills Research 6th December 2016 11

B -13
Independent Market Report
Savills Research Report

2. STATE ECONOMIC AND PROPERTY MARKET OVERVIEW


2.1 Economic Overview
2.1.1 Johor Key Economic and Demographic Indicators
Figure 2-1: Johor Economy and Demography Overview, 2010 - 2015

Note: applies for earliest to latest available data


2Mid-year population estimates based on adjusted Population and Housing Census of Malaysia 2010
3Latest available information from Census 2010
Source: DOS, Tourism Malaysia

!fi The Johor economy was ranked fourth largest in Malaysia in 2015, representing 9.3% of the Malaysia's GOP, after Selangor.
Kuala Lumpur and Sarawak. The real GOP per capita grew by 5.2% to RM29,539 in 2015 from RM28,089 in 2014. The approved
investment for Johor in the manufacturing sector registered RM31.1 02 billion in 2015, representing 41.6% of the total proposed
capital investments in Malaysia. The investments in Johor were mainly contributed by the Pengerang Integrated Complex mega
project, which attracted RM14.8 billion in four new joint venture projects to manufacture a wide range of petrochemical products.
Petroliam National Bhd ("Petronas") remains committed with RM105.3bil for a refinery and petrochemical complex to the
Pengerang project despite the falling oil price in 2015.
The mid-year population of Johorwas estimated to be 3.55 million in 2015, recording a 5.5% growth since 2010.71.9% of Johor's
population in 2010 is urbanized. The median age of 27.0 years, higher than the national average of 26.2 years.
The unemployment rate for Johor is marginally lower than the national level (2.9%) at 2.6% in 2014. Average monthly household
income showed an increase from RM4,658 to RM6.207 between 2012 and 2014, translating to a CAGR of 15.4%. Nonetheless,
Johor has a lower average monthly household income when compared to other major states in Malaysia, such as Kuala Lumpur
and Selangor. This is attributable to the large land area that Johor covers compared to the other states, which is largely covered
by hinterland and agriculture sector that is less productive than the manufacting and services sectors.

Savills Research 6th December 2016 12

B -14
Independent Market Report
Savills Research Report

2.1.2 Negeri Sembilan Key Economic and Demographic Indicators


Figure 2-2: Negeri Sembilan Economy and Demography Overview, 2010 2015

Note: 'CAGR applies for earliest to latest available data


2Mid-year population estimates based on adjusted Population and Housing Census of Malaysia 2010
3Latest available information from Census 2010
Source: DOS, Tounsm Malaysia

iii! Negeri Sembilan recorded a GOP growth of 4.4% in 2015 to RM37.5 billion, while GOP per capita registered a growth of 2.3% to
RM36,699. The economy is largely dependent on services (43.4%) and manufacturing (40.6%). Approved investments in the
manufacturing sector registered at RM1.7 billion in 2015, after an excellent result in 2014 that captured major investments such
as new plants for US-based Kellogg and Perodua-Oaihatsu's joint-venture.
Iii Negeri Sembilan has a mid-year population of 1.08 million in 2015, registering a growth of 5.4% from 2010. The urbanisation rate
was 66.5% in 2010. In 2015, the unemployment rate is slightly higher than the national level of 2.9% at 3.1 %, while average
monthly household income was rated 8th highest, recording a CAGR of 7.3% between 2012 and 2014. The median age of the
population was 26.7 years, higher than the national average of 26.2 years.

Savills Research 6th December 2016 13

B 15
Independent Market Report
Savills Research Report

2.1.3 Melaka Key Economic and Demographic Indicators


Figure 23: Melaka Economy and Demography Overview, 2010 - 2015

Note: 'CAGR applies earliest to latest available data


2Mid-year population estimates based on adjusted Population and Housing Census of Malaysia 2010
3Latest available information from Census 2010
Source: DOS, Tourism Malaysia

II!l As of 2015, Melaka's GOP stood at RM31.7 billion, up by 5.5% from the previous year. 45.9% of its economic activities are
dependent on services and 40.9% manufacturing. The GOP per capita of Melaka grew by a CAGR of approximately 6.3% over
a period of four years to RM39,853.
II! The mid-year population of Melaka grew by 11.1 % between 2010 and 2015 to 878,369 with an estimated urbanisation rate of
86.5% in 2010. The average monthly household income ranked at 6th among all the states at RM6,046, recording a CAGR of
12.7% between 2012 and 2014. Unemployment rate remains low at 1.0% in 2015, almost 2.0% lower than the national
unemployment rate of 2.9%. The median age is 26.5, slightly higher than the national average of 26.2 years.

Savills Research 6th December 2016 14

B - 16
Independent Market Report
Savills Research Report

2.1.4 Selangor Key Economic a nd Demographic Indicators


Figure 2-4: Selangor Economy and Demography Overview, 2010 - 2015

Note: applies to latest data


2Mid-year population estimates based on adjusted Population and Housing Census of Malaysia 2010
'Latest available information from Census 2010
Source: DOS, Tourism Malaysia

fill Selangor recorded a GDP growth of 5.7% in 2015, slightly higher than the 2015 national GDP growth of 5.0%, and has a 2010-
2015 CAGR of 6.2%. GDP per capita has increased by 4.7% in 2015 to RM42,611. The state accounted for the largest percentage
share to the national GDP at 22.6%, with almost 60% of its economic activities are from the services sector, followed by 29%
from the manufacturing sector.
III The population of Selangor was estimated to be at 6,140,100, growing by 11.6% since 2010. In 2010, 91.4% of its 5.50 million
population is urbanised, with a median age of 27 years old. The unemployment rate was at 2.0% in 2014, down by 0.5% from
2013. The average monthly household income showed an increase from RM7,023 to RM8,252 between 2012 and 2014, which
translates to a CAGR of 8.4%. Selangor recorded the third highest household income among all the states behind Kuala Lumpur
and Putrajaya.

Savills Research 6th December 2016 15

B -17
Independent Market Report
Savills Research Report

2.2 Performance of Real Estate Market


2.2.1 Johor Real Estate Market
Figure 2-5: Johor Property Transaction Volume and Value, 2008 Q312016

RM 35,000 I 70,000

'E RM 30,000 60,000


2 !/)
c::
Q;. RM 25,000 50,000 0
_4; Others (Value)
~
Q)
::l

~ !/) - Commercial (Value)


RM 20,000 40,000 c
c ~ - Residential (Value)
0 I-
_Residential (Volume)
~
U)
RM 15,000 30,000 '0
ci ~Commercial (Volume)
c Z
~ _Others (Volume)
RM 10,000 20,000

-
I-
_Total (Volume)
(ij
0
I- RM 5,000 10,000

RM 0
2008 2009 2010 2011 2012 2013 2014 2015 03/20150312016

Note: Others include industrial, agriculture and development land


Source: JPPH
I\!l As of 0312016,29,520 properties were transacted worth RM14.8 billion, a decrease of 18.6% in volume and 13.0% in value,
compared to the same period in 2015. 19,304 residential properties were changed hand for RM6.3 billion between January and
September 2016. This represents a decrease of 17.4% in volume and 18.2% in value as compared to the previous year.
Commercial properties transacted were significantly lower from the previous year, with a decrease of 30.0% in volume (2,437
transactions) and 31.9% in value (RM2.2 billion).
!>1l In 2015, 47,728 property transactions were recorded in Johor for a total value of RM21.7 billion. Both transacted value and
volume saw a fall of 34.5% and 18.5%, respectively from 2014. The residential sector saw rapid growths in 2013 and 2014 due
to the large foreign participation in the investment market. In 2015, the weaker regional economic condition affected the foreign
investments in residential properties, leading to a fall in residential transaction volume.

2.2.2 Negeri Sembilan Real Estate Market


Figure 26: Negeri Sembilan Property Transaction Volume and Value, 2008 - Q312016

RM 8,000.00 25,000

RM 7,000.00
'E 20,000
RM 6,000.00 ",wr_J Others (Value)
2 !/)
Q;. c ......... Commercial (Value)
RM 5,000.00 0

(ij
Q)
::l
15,000 n
C1l
......... Residential (Value)
-Residential (Volume)
>c RM 4,000.00 U)
c --Commercial (Volume)
~ --Others (Volume)
0
RM 3,000.00 10,000 I-
tlC1l '0
-Total (Volume)
U)
c RM 2,000.00 ci
~ 5,000 z

-
I-
(ij RM 1,000.00
0
I- RM 0
2008 2009 2010 2011 2012 2013 2014 2015 03/201503/2016
Note: Others include industrial, agriculture and development land
Source: JPPH

As of 03/2016, the volume of transacted properties fell by 11.6% to 13,855 property transactions (03/2015:15,677) with a total
value of RM4.0 billion (18.0% decrease from previous year). 20,860 property transactions were recorded for a total value of
RM6.6 billion in 2015. This represents a decrease of 10.3% in volume and 2.1% in value as compared to 2014. The decline is
due the cooling measures introduced by the government to curb speculation.
III Between January to September 2016, 9,516 residential properties were transacted for RM2.3 billion. This is 11.1 % lower in
volume and 8.6% lower in value compared to 03/2015 (10,705 transactions totaling RM2.5 billion). Commercial properties
meanwhile declined by 17.1% in volume to 1,040 transactions in 03/2016 with a 16.6% decrease in value (03/2015: RMO.8
billion) against 03/2015.

Savills Research 6th December 2016 16

B - 18
Independent Market Report
Savills Research Report

2.2.3 Melaka Real Estate Market


Figure 2-7: Melaka Property Transaction Volume and Value. 2008 - Q3/2016

RM 6,000 18,000
"
16,000
AM 5,000
'E 14,000
'"c: i:l?'_
.2 Others (Value)
AM 4,000 12,000 .....
u
OJ til - - Commercial (Value)
:::J
ro
>
10,000 '"~ - Residential (Value)
_Residential (Volume)
c: RM3,000 f- _Commercial (Volume)
0
8,000 15 _ _ Others (Volume)
U
til 0 _Total (Volume)
'c:~" AM 2,000 6,000 z
f-
ro 4,000
(5 RM 1,000
f- 2,000

RM - 0
2008 2009 2010 2011 2012 2013 2014 2015 03/201503/2016
Note: Others include industrial, agriculture and development land
Source: JPPH

!Ii 10,695 property transactions were recorded over the first nine months of 2016 with a total value of RM3.3 billion. The transaction
volume decreased by 14.3% compared with the previous year, while transaction value fell by 3.2%. In 2015, Melaka registered
15,878 property transactions worth RM4.5 billion, a decrease of 2.0% in volume and 6.7% in value as compared to 2014.
II!i There was an 18.2% decrease in Q3/2016 in residential property transactions (6,720 units) while the transaction value saw a
decrease of 9.9% to RM1.6 billion. On the other hand, commercial property transactions fell by 25.9% in volume (Q3/2016: 765)
and 13.7% in value (Q3/2016: RMO.7 billion), respectively.

2.2.4 Selangor Real Estate Market


Figure 2-8: Selangor Property Transaction Volume and Value, 2008 - Q3/2016

RM 60,000 120,000

RM 50,000 100,000

~ RM 40,000 80,000 .2
'c:" Others (Value)
Q; t)
OJ til
- Commercial (Value)
:::J <II - Residential (Value)
ro c
~ -Residential (Volume)
> AM 30,000 60,000
f-
c: -Commercial (Volume)
0 15
n 0
-Others (Volume)
m RM 20,000
c
40,000 Z -Total (Volume)

~
f-
ro RM 10,000 20,000
;
AM - o
2008 2009 2010 2011 2012 2013 2014 2015 031201503/2016

Note: Others include industrial, agriculture and development land


Source: JPPH

!II The first nine months of 2016 recorded 46,812 transactions worth RM28.0 billion, a decrease of 16.6% in volume and 21.6% in
value against Q3/2015. Residential properties transaction declined by 15.7% in Q312016 to 36,338 transactions totalling RM16.3
billion. Commercial properties recorded a 29.7% decrease in volume to 4,056 transactions with a substantial fall of 22.3% in the
transaction value to RM4.2 billion.
In 2015, 74,905 properties were transacted with a total value of RM47.5 billion. The transacted volume fell by 5.9% whereas
value fell marginally by 0.7% from the previous year. The decline is due the cooling measures introduced by the govemment to
curb speculation.

Savills Research 6 th December 2016 17

B - 19
Independent Market Report
Savills Research Report

3. RETAIL PROPERTY MARKET


3.1 Retail Formats
I!IIl At the macro level, the intense competition in retail has resulted generally in the divergence of retail formats into three categories
- conventional malls consisting megamalls, regional malls and neighbourhood malls; hybrid malls or lifestyle malls; and stand
alone retail stores such as hypermarkets and community retail centre.

3.1.1 Conventional Malls


III Conventional malls traditionally offer a wide range of merchandise. Rapid growth in population and affluence has resulted in
segmentation of the market to the point where these malls are now evolving into various types to suit the different submarkets.
These can now be categorised by size; namely megamalls (>1,000,000 square feet ("sq ft") of NLA ("NLA", regional malls
(500,000-1,000,000 sq ft of NLA), and neighbourhood malls (>500,000 sq ft of NLA). Megamalls and regional malls usually
capture cross catchment targets mainly due to their size and are normally pOSitioned for the middle income market depending on
their location. Neighbourhood malls meanwhile serve a smaller catchment (usually a 10-minute drive catchment area) and are
limited in their range of merchandise. Malls such as Pavilion KL, KLCC and Mid Valley Megamall usually have significant presence
of established brands, and many are anchored by department stores and supermarkets.

3.1.2 Hybrid Malls


IlII Hybrid malls have emerged as an alternative to the conventional malls which are either too crowded or do not provide
differentiation. Hybrid malls specialise in new-to-market brands and usually provide a different concept and ambience, particularly
alfresco dining areas. Examples are The Curve, Sunway Giza and Citta Mall which are semi-open air and provide an alternative
unhurried shopping and lifestyle experience.

3.1.3 Stand Alone Stores


11\ Stand alone stores are retail stores that are usually operated by a major retailer in one single building, usually smaller than malls.
Most of these are single storey hypermarkets, many of which have a collection of small shops tenanted to complementary trades
fronting the hypermarket cash counters. Hypermarkets work on price competitiveness and usually serve a primary catchment of
approximately 300,000 people. Most have a similar format to Carrefour, the first hypermarket chain in Malaysia, of adding small
specially outlets to both compete with conventional malls in terms of product offering and also to garner additional rental income.
This category is perhaps the most competitive as the market is still controlled by suppliers or middlemen which deal directly with
the manufacturers. The proximity of many competing hypermarkets within many housing estates suggests the consolidation in
this subsector is still ongoing.
11 Community market centre has emerged recently with groups of small traders congregating in a warehouse format. These markets
have the added advantage of localising the merchandise and services, to the extent of being more communal or neighbourhood
than the hypermarkets. KiP Mart represents this new community retail centre category successfully and thrives well particularly
in smaller towns or lower to middle income submarkets.

3.2 Johor
3.2.1 Retail Supply
Figure 3-1: Cumulative Supply of Retail Space in Selected Districts in Johor, 2014-2018e

25.00 Malls (Conventional & Hybrid Malls) [J Hypermarkets


4?
g 20.00
I(!)
lij 15.00
c.
I./)

*
10.00
0::
<J)
>
:; 5.00
"5
E
:::l
()
0.00
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q3/2016 2016e 2017e 2018e

Source: JPPH, Savills Research

Savills Research 6th December 2016 18

B - 20
Independent Market Report
Savills Research Report

Ii!! For the purpose of this Report, the selected districts are Johor Bahru and Kota Tinggi, where the KiP Marts are located.
The cumulative retail supply in the selected districts in Johor is based on existing malls (conventional and hybrid malls) and
hypermarkets. Currently, there is a total retail space of 12.88 million sq ft of NLA, of which 10.45 million sq ft are from shopping
malls and 2.40 million sq ft are from hypermarkets.
Il!:I The quality of the retail space in the selected districts is mediocre, with only a few malls that are of the current market standard,
including Johor Bahru City Square (526,000 sq ft NLA), KOMTAR JBCC (405,000 sq ft NLA), Sutera Mall (inclusive of
Entertainment City, 700,000 sq ft of NLA), KSL City Mall (600,000 sq ft NLA), AEON Tebrau City (695,822 sq ft NLA), AEON
Indahpura (430,000 sq ft NLA) and AEON Bukit Indah (606,966 sq ft NLA).

3.2.2 Future Retail Supply


iii Notable future supply of retail space in the selected districts of Johor is tabled as follows.
Figure 3-2: Future Retail in Selected Districts of Johor, 2016 - 2018

Development Name
9 p ., M

Medini Mall 30,000 Under Construction 2017

Citrine @ The Lakeview, Retail


4 Medin! Mall 140,000 Under Construction 2017
Units

Mall

22 MB Point Shopping Mall Mall 292,229 Planning stage Post-2018


Bahru

24 Puteri Harbour Mall Planning stage Post-2018

Note: *NLA calculation from gross floor area (HGFA'J based on 60% building efficiency
Source: Savills Research

Currently, 28 retail developments with total NLA of at least 9.70 million sq ft (76.2% of the current supply) are under construction
III
or planning stage.
m Upon completion of the mega malls such as South key Megamall (1.5 million sq ft NLA), Paradigm Mall (1.3 million sq ft NLA) and
Capital 21 (1.0 million sq ft NLA), there will be large influx of retail space volume coming into the retail market which would result
in a highly competitive market as these malls will inevitably compete for the same retailers, and the catchment area of these malls
will overlap each another. This may subsequently affect the occupancy rates and rent levels. Nevertheless, these mega malls
would have minimal impact on KiP Mart as they are not directly competing with one another, noting that there is only one
hypermarket opening in 2016.

Savills Research 6th December 2016 19

B - 21
Independent Market Report
Savills Research Report saVille
3.2.3 Average Occupancy Rates
Figure 3-3: Average Occupancy Rate for Retail Properties in Selected Districts in Johor, 2005 - 2015
90.0%
76.8% 77.9%
74.8%


80.0% 71.3% 70.2% 72.4% 73.0%
68.3%
70.0%
..
63.7% 62.6% 65.0%

-
())
(\j
CI:
>-,
(.)
60.0%
50.0%

c:
(\j 40.0%
a.
:::J
(.) 30.0%
(.)
0 20.0%
10.0%
0.0%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Note: Includes shopping centres, hypermarkets and arcades (old format conventional malls)
Source: JPPH

I:1l As of 2015, the average occupancy rate of retail properties edged up to 77.9% from 76.8% in 2014. Major shopping malls in
strong areas such as the city centre, Tebrau and Perlingl Bukit Indah are usually more than 80% occupied with wholly owned-
malls mostly fully-tenanted. This includes the likes of .IB City Square, AEON Tebrau, AEON Bukit Indah, Sutera Mall, KOMTAR
JBCC and KSL City Shopping Mall. These malls are generally regarded as significant malls in Johor Bahru, with central
management having a greater control over the trade and tenant mix of the mall.
II However, stratified malls such as Holiday Plaza are still popular but there may see a gradual foreseeable decline in occupancy
in the future. With the increase in disposable household income over time, consumers would demand higher quality shopping
environment, better services and experiences, which stratified malls fail to deliver as they involve multiple owners. This limits the
ability to upgrade and reduces their relevance to shoppers in the long run.

3.2.4 Rents
II The table below illustrates passing rents level in major shopping malls in Johor.
Figure 3-4: Passing Rental Rate for Selected Retail Centres in Johor, 2015

Savills Research 6th December 2016 20

B - 22
Independent Market Report
Savills Research Report

iii! Today Market achieved the highest rent amongst all at RM13.56 34.62 per sq ft for lots ranging from 108 306 sq ft. On the
other hand, Sutera Mall commanded a rental rate of RM12.00 RM32.40 per sq ft for lots ranging from 118 - 205 sq ft.
Nevertheless these rents are unusual due to the small lot sizes.
III Hypermarkets and community retail centres typically offer retail lots of sizes between 200 sq ft to 500 sq ft, and charges rental
rates of between from RM3.50 per sq ft and RM20.50 per sq ft. The rents depend on the size and location of the retail lots within
the centre. Generally, retail lots with smaller size and located in prime location (such as ground /loor facing main entrance) would
command higher rents. The trade mix also plays an important role in determining the rents for the retail lots with certain trades
fetching higher rents such as fashion and F&B compared to homebase trade.

-
Figure 3-5: Average Gross Rents of Selected Retail Properties in Johor

II Name of Building
Pasaraya Komuniti
Type of lease Review Period
Average Gross
Revenue er Month

3 KomtarJBCC Mall Multiple leases June 2015 401,623 RM5.63 per sq ft


Source: Saviils Research

I<i In average term, Pasaraya Komuniti @Mart Kempas Community Hypermarket and Komtar JBCC recorded average gross
revenue of around RM5.50 per sq ft per month. The landlords are responsible for the operation and maintenance costs of the
properties in multiple lease arrangement, and typically the net rental is RM1.50-2.50 per sq ft lower than the gross rental.
i:l The Tesco Bukit Indah property, due to its long lease and single-tenant nature, record a lower average gross revenue of RM2.31
per sq ft. Different from multiple lease arrangment, the tenant is generally responsible for operation and maintenance costs of
the property in a long lease, and hence net rental to the landlord is close to the gross rental level.

3.2.5 Major Property Transactions


Figure 3-6: Major En-bloc Retail Properties Transactions in Johor
EmI Name of Building Transaction Date NlA(sq ft) Value (RM) Purchaser Vendor

Savills Research 6 th December 2016 21

B -23
Independent Market Report
Savills Research Report

Source: Savilfs Research

iii There were few en-bloc transactions for malls in Johor owing to the lack of investment grade malls. The landmark transaction
was the sale of JB City Square to Singapore's GIC Real Estate Ltd in 2004 at RM1,198 per sq ft, and this marks the highest ever
value per sq ft for retail properties in Johor. PNB Property Holdings purchased Perling Mall from Pelangi Sdn Bhd at a price of
RM361 per sq ft in 2008.
1m Relatively recent sales include Tesco Bukit Indah at RM324 per sq ft to Axis REIT, and the purchase of the abandoned Kemayan
City Mall byWCT Berhad in 2012. Kemayan City Mall will be redeveloped into a 1,300,000 sq ft NLA Paradigm Mall, with hotel
and serviced apartments atop. In June 2016, 1Segamat Shopping Centre was sold to Hektar REIT at RM465 per sq ft.

3.3 Negeri Sembilan


3.3,1 Retail Supply
Figure 3-7: Cumulative Supply of Retail Space in Bandar Seremban, 2004-2017e

5.00
Malls (Coventional and Hybrid Malls) Il!l Hypermarkets
E' 4.50
g
= 4.00
E
-; 3.50
lij
0. 3.00
(/)
'iii 2.50
1D
0: 2.00
(l)

.~ 1.50
~ 1.00
8 0.50
0.00
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q3I2016 2016e 2017e
Source: JPPH. Sa vilis Research

rm The retail supply in Negeri Sembilan focuses on the district of Bandar Seremban where KiP Mart Lavender Senawang is. As of
Q3/2016, the total retail space in the Negeri Sembi Ian is 5.65 million sq ft of NLA, of which 3.95 million sq is in the district of
Bandar Seremban (70.0%).
In Bandar Seremban, There are 16 shopping centres with a total space of 2.50 million sq ft while 9 hypermarkets represent the
remaining 1.37 million sq ft of retail space in Bandar Seremban. The fall in NLA for hypermarkets in 2015 was possibly due to
the readjustment of NLA or partial closure of the hypermarket for refurbishment works.
!II Palm Mall was opened in June 2014, while there was no opening of new malls in Seremban throughout 2015. Bandar Seremban
saw the opening of two malls and a hypermarket, namely Seremban Gateway in March 2016 (120,000 sq ft NLA), Gateway
Seremban Centrepoint in October 2016 (300,000 sq ft NLA), and MYDIN Hypermarket Senawang in June 2016 (400,000 sq ft
NLA). This contributed to an increase of 25% in the existing retail space of Bandar Seremban.

3.3.2 Future Retail Supply


!iJWe have identified two future retail developments in the district of Bandar Seremban with a total of more than 350,000 sq ft NLA
(8.9% of the current retail space supply). UniCity Mall is a stratified mall which is expected to complete in 2017, whereas the retail
component within PR1 MA Seremban Sentral is expected to complete in 2018.
II Future supply of significant retail space in Bandar Seremban is tabled as follows.

-
Figure 3-8: Future Retail Centres in Bandar Seremban, 2016- 2018

II Future Supply Location NLA(sq tt) Status

> 350,000
Source: Savills Research

Savills Research 6 th December 2016 22

B - 24
Independent Market Report
Savills Research Report s8vills
3.3.3 Average Occupancy Rates
Figure 3-9: Average Occupancy Rate for Retail Properties in District of Bandar Seremban, 2005 - 2015

100.0% 84.6% 83.0%


>- 78.7% 81.8% 82.4% 82.4% 79.7%
77.3%
0
c:
(\!
a.~
80.0%
~.4%
71.6%
...............
71.1%


B~
o~
60.0%
o Q)
ttl
~a: 40.0%
!:!
Q)
> 20.0%
<t:
0.0%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Note: Includes shopping centres, hypermarkets and arcades (old format conventional malls)
Source: JPPH

III Retail malls in the district of Bandar Seremban recorded an average occupancy rate of 71.1 % in 2015, falling marginally from
71.6% in 2014. The 8.1 % decrease in occupancy rates between 2013 and 2014 was due to the increased supply in retail space.
Similar drop was also recorded in 2010 when new supply was added, before it improved and stabilised at around 82% to 83% in
2011 and 2012 after the new supply in 2010 and 2011 are absorbed by the market.
l\lI While the future malls are expected to increase supply substantially, some of the new retail centres such as MYDIN Hypermarket
Senawang and AEON Senawang are precommitted by the operators. This is likely to soften the impact to overall average
occupancy rates in the future.

3.3.4 Rents
l\lI The table below shows passing rent levels in selected retail centres in the district of Bandar Seremban.
Figure 3-10: Passing Rental Rates for Selected Retail Centres in the District of Bandar Seremban, 2015

Savills Research 6 th December 2016 23

B - 25
Independent Market Report
Savills Research Report

fa AEON Seremban Mall, one of the most popular malls in Seremban, achieved a rent of RM34.60 per sq ft for a 904 sq ft lot at
ground floor. Terminal One, another popular mall located along Jalan Lintang, achieved RM11.61 per sq ft for a lot of 686 sq ft
on ground floor.
fill Giant Hypermarket in Senawang achieved prime rents with rents achieving up to RM38.82 per sq ft for a 161 sq ft unit.
Nevertheless these rents are unusual due to the small lot sizes.
Ili Generally the majority of retail centres in the district of Bandar Seremban, other than Terminal One and AEON Seremban Mall,
command rents of less than RM10 per sq ft for sizes of 1,000 sq ft and below. Similar to Johor, this indicates insufficient footfall
levels across these malls due to the lack of quality malls in Bandar Seremban, which is reflected in the lack of differences in rent
between malls in central town and the suburban areas.

3.3.5 Major Property Transactions


Figure 3-11: Major En-bloc Retail Properties Transactions in Negeri Sembilan

II Name of Building
MYDIN Wholesale
Transaction
Date
Value (RM) Purchaser Vendor

RM240,000,000 Amanah Harta Mydin Mohamed


Hypermarket 27 April 2015 430,595
(RM557 per sq tt) Tanah PNB Holdings Berhad
Seremban 2
Source:Savills Research~-'~~"-~~~"-~~~~-"~~~-'-~'---"-'~-----~-~~-~-~ .. ~--------.-.---------~--~ ... ..
~.- ~-- .. ~-- ..

II Negeri Sembilan is not an active market for retail property transaction. The only notable transaction was the sale of MYDIN
Wholesale Hypermarket Seremban in April 2015. Amanah Harta Tanah PNB bought the property for RM557 per sq ft, before
leasing it back to Mydin Mohamed Holdings Berhad on a 3D-year lease agreement. The analysed gross yield of the property is
7% per annum for first four years of the lease, equivalent to gross rental of RM3.25 per sq ft per month.

3.4 Melaka
3.4.1 Retail Supply
Figure 3-12: Cumulative Supply of Retail Space in Melaka Town and Melaka Tengah. 2004-2017e

8.00
Malls (Conventional and Hybrid Malls) Iil Hypermarkets

7.00

6.00
?
cr
(/)
5.00

(J) 4.00
0
<II
0..
C/) 3.00
'iii
'Ii) 2.00
cx::
(J)
.:::: 1.00
1ii
'5
E 0.00
::l
0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q3/2016 2016e 2017e
Source: JPPH. Savills Research
III 97.7% (4.55 million sq ft NLA) of the retail supply in Melaka (4.66 million sq ft NLA) are located in Melaka Town and Melaka
Tengah. Of the 4.55 million sq ft retail space, 3.06 million sq ft are represented by 19 shopping complexes and 1.49 million sq ft
are by 7 hypermarkets. The shopping complexes are concentrated in Melaka Town with 15 located in the area, while Melaka
Tengah has 4 shopping complexes. For hypermarkets, there are 2 in Melaka Town and 5 in Melaka Tengah.

3.4.2 Future Retail Supply


!II We have identified 6 future retail developments with a total of 4.5 million sq ft NLA (107.1 % of the current supply) in Melaka which
are in the pipeline, and a proposed mall at Ayer Keroh Business Park that is currently under planning. It is noted that there is no
upcoming hypermarket in the future retail supply.
!!!I 4 of the 6 malls identified are stratified malls. providing a total NLA of 2,950.000 sq ft, equivalent to 66% of the identified future
supply. It is noteworthy that 2 of these stratified malls are at least 1,000,000 sq ft NLA in size, which are Elements @ Hatten City
(1,500,000 sq ft) and Harbour City Mall @ Pulau Melaka (1,000,000 sq ft). Stratified malls do not have a central leasing unit,
hence they lack control in their tenant mix and are less coordinated compared to a wholly-owned mall.

Savills Research 6 th December 2016 24

B - 26
Independent Market Report
Savills Research Report

I!lI The retail supply would double upon the completion of these retail developments amid a moderate population growth given the
number of upcoming retail mall in the pipeline. Stratified mall typically requires excellent management team to maintain the mall
over time, and the overall offerings of the mall cannot be planned centrally with its mixed ownership, as compared to wholly-
owned malls. Therefore, stratified malls lack the flexibility to adapt to trend changes.

-
Figure 3-13: Future Retail Centres in Melaka, 2016- 2018

5
Vedro
Future Supply
The River Mall

Elements

Harbour City Mall


Location
Kee Ann Road

Halten
Type
100,000
Status
Under construction

Under construction
2016

2016

IlO 0 1\ e ~ It .. ~ ~;. '" 0

:; .. Ii$. ..

Research

3.4.3 Average Occupancy Rate


Figure 3-14: Average Occupancy Rate for Retail Properties in Melaka Town and Melaka Tengah, 2005 - 2015
83.1%

...
90.0% - 81.0% 79.5% 80.4% 80.4% 79.3%
77.8%
;:R
Q)
80.0% 71.5%
... 67.3% 69~
75.5%

iii
a:
>,
()
70.0%
60.0%

c 50.0%
ctl
Q.
:::l
() 40.0%
()
0 30.0%
Q)
Ol
~
20.0%
Q)

> 10.0%
0.0%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Nole: Includes shopping centres, hypermarkets and arcades (old fonnat conventional malls)
Source: JPPH, Savills Research

1!1! The retail market in Melaka Town and Melaka Tengah recorded an average occupancy rate of 79.3% in 2015, the first decrease
in occupancy rates since 2006 on the back of moderate new supply,
gj The high impending supply will inevitably affect the current high level of average occupancy rate among malls, which are not the
direct competitors to KiP Mart Melaka. However, well-managed existing malls in established locations are expected to face
minimal impact, as most of them are wholly-owned and adaptable to withstand competition.

3.4.4 Rents
fll The table below illustrates passing rent levels in selected retail centres in the districts of Melaka Town and Melaka Tengah.

Savills Research 6th December 2016 25

B - 27
Independent Market Report
Savills Research Report

Source: JPPH

III Mahkota Parade, located at Bandar Hilir achieved prime rents at RM36.42 per sq ft for a lot at ground floor (258 sq ft). Dataran
Pahlawan also commanded much higher rents than other malis, between the range of RM15.42 per sq ft and RM25.55 per sq ft
for smaller units (118 - 431 sq ft).
\! The rents for shopping complexes in Melaka Town and Melaka Tengah are typically below RM1 0.00 per sq ft for 1,000 sq ft and
below.
!!! Mydin Wholesale Hypermarket MITe, albeit its opening since 2009, is achieving low rents of RM1.64 to RM2.86 per sq ft for lots
sized over 1,528 sq ft on the ground floor, attributable to its further location from town.

Figure 3-16: Average Gross Rents of Selected Retail Properties in Melaka

II .', Estimated Average


Gross Rent er Month
AEON Melaka Mall Master lease 2015 620,000 RM3.80 per sq ft
Source.~Savills Researcl1"'u~u,",",-,-,-""~",, "'-~'~'''------''--'~~--~--''-------' __ --_'_I _ _ _ ''''-'--'--"-'--~--""-"~"''''''--''---'''''---_''~'_I _ _ _ ''''_---~--''---.---~---- .. - .. - .. ---~.,,-.- ~-.-

III In 2015, the average monthly gross rent of AEON Melaka was estimated to average at RM3.80 psf. While master lease for a
large property of this scale is uncommon in the market, its yield-based value at 6.0% capitalisation rate arrives to a market value
of RM760 per sq ft, and is viewed to be equitable.

3.4.5 Major Property Transactions


Figure 3-17: Major En-bloc Retail Properties Transactions in Melaka

II Name of Building
The Shore
Date
Value (RM)
RM212,000,OOO
Purchaser
Pelaburan Hartanah
Vendor
Kerjaya Prospek
March 2015 300,000
Shopping Gallery (RM706 per sq ftl Berhad Sdn Bhd
Source: Savills Research

I!l Similar to Negeri Sembilan, en-bloc retail property transactions are rare in Melaka, with only 1 recent transaction. The Shore
Shopping Gallery was acquired by Pelaburan Hartanah Berhad for RM212,000,OOO in March 2015 before its completion. The
mall is occupied by TANGS as its anchor tenant. In Febuary 2016, The Shore Shopping Gallery was injected into the Amanah
Hartanah Bumiputera (AHB) unit trust fund scheme RM180 million and lease back on a 1O-year lease agreement. The analysed
gross yield of the property is 5% per annum, equivalent to gross rental of RM2.50 per sq ft per month.

Savills Research 6 th December 2016 26

B -28
Independent Market Report
Savills Research Report

3.5 Bangi, Selangor


3.5.1 Retail Supply
Figure 318: Cumulative Supply of Retail Space in Bangi and its Surrounding Areas, 20042017e

3.00 Malls (Conventional and Hybrid Malls) IE! Hypermarkets

0-
!!!. 2.50
'E
(J)
~ 2.00
Q.
W
'ffi 1.50
ID
a:
~ 1.00
~
S
E 0.50
::J
0
0.00
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q3/2016 2016e 2017e
Source: JPPH, Savills Research

iii The retail supply in the Bangi retail market (defined by Bangi, Kajang/Cheras and Semenyih) stood at 2.59 million sq ft as of
Q3/2016. representing 7.3% of the total retail supply in Selangor (33.9 million sq ft). There are 11 shopping centres (3 in Bandar
Baru Bangi. 6 in Kajang/Cheras and 2 in Semenyih) with a total of 1.67 million sq ft, and five hypermarkets (1 in Bandar Baru
Bangi. 3 in Kajang/Cheras and 1 in Semenyih) representing the remaining 0.9 million sq ft. The most recent opening was Tesco
Bandar Puteri Bangi in August 2016 with a NLA of 101,182 sq ft. It is located within a 370-acre new township called Bandar Puteri
Bangi by 101 Properties.

3.5.2 Future Retail Supply


flI We have identified three future retail developments in Bangi, Kajang, Cheras and Semenyih, with only EVa Shopping Centre
(251,000 sq ft NLA) that is under construction and estimated to be opened in 2016. Another two are under planning, Lulu

..
Hypermarket and a mall at Bandar Seri Putra. The completion of EVa Shopping Centre would contribute to an increase of 10%
in the retail space supply.
Figure 319: Future Retail in Bangi, 2016
Future Supply Location Type

''''MM'
251,000
Expected Completion
2016

Source: Savills Research

3.5.3 Average Occupancy Rate


Figure 320: Average Occupancy Rate for Retail Properties in Bangi and its Surrounding Areas, 2005 - 2015
100.0% 95.8%
(j)
94.1% 95.2%
1ii 93.9%
a: 95.0% 92.3% 92.4% 92.1% 92.1%
>-
()
c 90.0%
co
Q.~
::J~
1:$ ~85.0%
0
(j)
Ol 80.0%
co
'-

~ 75.0%

70.0%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Note: Includes shopping centres, hypennarkets and arcades (old format conventional malls)
Source: JPPH

Savills Research 6th December 2016 27

B - 29
Independent Market Report
Savills Research Report

II The average occupancy rates for the retail in Bangi and its surroundings increased to 95.S% in 2015 due to a take up in retail
space in the Kajang/Cheras area. The occupancy rates has maintained at above 90% since 2004.
III The drop in occupancy rate in 2009 was attributable to new supply in the Kajang/Cheras and Semenyih areas.

3.5.4 Rents
!Iii The table below illustrates passing rent levels in selected retail centres in the districts of Bangi and its surrounding areas.

III Plaza Metro in Kajang commands the highest rents at RM19.05 per sq ft for a ground floor lot of 463 sq ft.
Il!! Both Komplex PKNS Bangi and Komplex Metro Point mostly command rents of less than RM10.00 per sq ft, mostly between
RM 1.00 per sq ft and RM4.00 per sq ft. The floor areas offered by these two shopping complexes are also bigger when compared
to Plaza Metro.

Figure 3"22: Average Gross Rents of Selected Retail Properties in Selangor


II _ Review Period
Average Gross
Revenue per Month
Tropicana City Mall

Source: Savil/s Research

!ill Lacking of direct comparable to KiP Mall Bangi, we have selected 2 suburban malls, I.e. Tropicana City Mall and Subang Parade,
for indication of average revenue level based on available information. Both the malls are located in prime areas with higher
population density within Selangor and are not direct comparables to the Bangi Market. Average gross revenue for the two malls
were recorded at around RMS.50 per sq ft in 2015 and 2014, respectively.

3.5.5 Major Property Transactions


Figure 323: Major En-bloc Retail Properties Transactions in Selangor
lIB .-~~III''''!'''IilU!II.!I'!'l._. Purchaser Vendor

January 2015
..............~............~......................................
._ ....... _.. _..... '-RM1.050 er s ftl 448.248
~....~_..._._~._....9.................. _.............
Malay..................
. ....... sia Trust ..... ......................
Sdn Bhd .
Note: 'The transaction of RM540, 000, 000 include Tropicana City Mall and an office tower. Value shown for the mall is an estimation.
Source: Savills Research

!ill For the purpose of this report, only comparable neighborhood mall transactions in Selangor are selected and shown in the table
above. Neighbourhood mall transactions in Selangor range from RM600 per sq ft to RM1,050 per sq ft since 2012. Tropicana
City Mall recorded a high RM1,050 per sq ft value with its prime location in Petaling Jaya, compared to the less prominent
Kompleks Sungai Buloh.

Savills Research 6th December 2016 28

B - 30
Independent Market Report
Savills Research Report

4. REVIEW ON REIT PORTFOLIO


4.1 Overview of the Portfolio
III With their price competitive formats, hypermarkets have challenged small traders and sundry shops throughout the country with
their presence. However, their singular focus on price points has naturally compromised both the quality and the selection of
merchandise. This has enabled the growth of niche supermarkets providing better quality merchandise albeit at higher prices, to
the increaSingly disceming middle income groups in many submarkets in the Klang Valley. Village Grocer is a successful niche
retailer catering to middle to high income families because of their fresher produce and selection of imported condiments and
merchandises offered.
III Another phenomenon resulting from the hypermarkets' compromise on variety is the growth of small traders grouped together in
a warehouse format as a community retail centre. This caters to the lower income families who are price sensitive but are drawn
to the wider choice of goods offered by these groups of small traders as found in traditional fresh markets. These community
retail centres have the added advantage of localising the merchandise (spices and fashion apparel for example) and services, to
the extent of being more community-centric or neighbourhood focused than hypermarkets. KiP Mart represents this new
community retail centre category successfully and thrives well, particularly in smaller towns or in the lower to middle income
submarkets.
Iii Unlike hypermarkets who are themselves operators, KiP Marts are owners of these community retail centres, and operate them
like any other mall owners would, by leasing the stalls, shops or concession space to traders and tenants. Some of the major
tenants by size of KiP Mart include Pasaraya Hwa Tai, Pasaraya Song mart, Lionmas Furnishers and Courts.
JiI This communal retail format is sustainable as it is not dependent on a single operator which may go out of business in the face
of fierce competition as in the case of Carrefour. The format has the attraction of a hypermarket in terms of its size as it mimics
the structure and car park provisions of hypermarkets, but has a versatility that hypermarkets lack because of its multi-trader
ethos.
II! KiP Mall Bangi, unlike the KiP Marts in the portfoliO, is of the conventional mall format. It is a neighborhood mall with a size of
260,674 sq ft NLA. The mall is anchored by Giant supermarket, alongside other tenants offering a wide range of merchandise,
including fashion, accessories, and electronics outlets.

4.2 Target I Catchment Market


!ill KiP Marts are located close to major residential areas, and are able to attract its target market on a regular basis. The target
market of KiP Marts is primarily families and their strategic locations augur well for its business.
Furthermore, with its price, quality and variety advantages, KiP Marts primarily cater to the lower end of the mass market but do
not require the scale and size of catchments that hypermarkets need in order to survive.

4.3 KiP Mart Tampoi


4.3.1 Description
II! KiP Mart Tampoi, completed in December 2004, has a GFA of 234,319 sq ft and a leUable area of 163,669 sq ft. It sits on a 99-
year leashold land (expiring on 24 September 2092) measuring 452,191 sq ft. There are 817 carpark bays available in KiP Mart
TampoL
JiI The concept and layout are as such that the anchor and sub-anchor tenants take up significantly large areas and multiple corridors
of retail lots. There is a food court area as well as a car sales area within the retail centre. 10 retail lots with an approximate area
of 12,500 sq ft lettable area are located on the mezzanine floor which overlooks the car sales area. Major tenants by size include
Pasaraya Hwa Tai (24,333 sq ft) and Courts (Malaysia) Sdn Bhd (16,500 sq ft).
III The large lettable area allows KiP Mart Tampoi to attract a larger catchment, including from nearby housing estates located
outside its catchment of 5 km radius.

4.3.2 Location
til KiP Mart Tampoi is located within Taman Tampoi Indah, a mixed development township situated along Jalan Skudai. Jalan
Skudai, also known as the Skudai Highway, connects the PLUS Highway with the Johor - Singapore Causeway. KiP Mart Tampoi
is highly visible from Jalan Skudai, and is accessible from the highway via Jalan Skudai Lama.
I!l1 KiP Mart Tampoi is located adjacent to the KiPARK Apartment suites. This benefits KiP Mart Tampoi as the residential
development provides a consistent flow of regular shoppers to the community retail centre. KiP Mart Tampoi also serves the
lower to middle income group in nearby housing estates, namely Taman Tampoi Utama, Taman Melor, Taman Perling, Taman
Impian Skudai, Taman Sri Putra, Taman Bukit Mewah, Taman Johor, Bandar Uda Utama, Taman Sutera Utama and Taman
Ungku Tun Aminah.
The immediate commercial areas are mostly shop-offices in Taman Dahlia, Taman Tampoi Utama, Taman Dato' Penggawa
Barat and Pusat Bandar Tampoi Uda. Notable industrial developments within the surrounding areas include Taman Perindustrian
JB Perdana, Kawasan Perindustrian Tampoi and Kawasan Perindustrian Taman Johor. These industrial parks comprise of
numerous small and medium industrial companies. Notable industrial names around are Pinetech Engineering, Natural Aloe
Biotech Sdn Bhd, Broad World (M) Precision Industry, Suruga Techno (Malaysia) Sdn Bhd, Industri Nikkoplas Sdn Bhd and Bio
Nice Industry Sdn Bhd, amongst others. This creates employment as well as generate economic activity, providing a larger
catchment for KiP Mart TampoL

Savills Research 6th December 2016 29

B - 31
Independent Market Report
Savills Research Report

4.3.3 Trade Area Analysis


a) Land Use
Figure 4-1 : Land Use Map for Surrounding Areas of KiP Mart Tampoi

o l,""',
, 0 _...
:_I-~'
i_Co~miil~f~~
iP.;lmm~~_ -
19~sc

I::t~r=~
i lrnMportt4!tWgJ1!8
l_tl~I'!waY
i-Prino~RQ2Idf
:-Kn.n~ittlLib',(t'
i-lntemil.~l~i:lary

Source: Savills Research

IlII The table below details the breakdown of residential, commercial, industrial and other land use components within the 5km radius
of KiP Mart Tampoi.
Figure 4-2: Breakdown of Land Use within 5 km Radius of KiP Mart Tampoi

Component Land Use (%)


(acres
Residential 4,035.00 20.80%

Ii!l The land use surrounding KiP Mart Tampoi shows a higher residential (20.80%) and commercial (4.10%) land use, and a lower
industrial content of 4.79%. This provides a higher population catchment for KiP Mart Tampoi than KiP Mart Masai, as evidenced
by the population estimate in Figure 4-3.
Pl\l According to the Johor Bahru Tengah local plan published in 2012, the current surrounding land use is 1,139 acres for
development and 781 acres for infrastructure. The committed future land use for development and infrastructure are small, at 89
acres and 2 acres respectively.
!Ill The committed future land use figures is a positive indication as it is mostly deSignated for commercial and residential
developments, with 43.9% and 30.8% of the land allocated for the respective developments. This is followed by 14.4% of the

Savills Research 6th December 2016 30

B - 32
Independent Market Report
Savills Research Report

commited land use designated for open space and recreation purposes, 7.2% for industrial use and 3.7% for public amenities
and schools, This suggests potential developments of the surrounding areas, which may increase retail traffic to KiP Mart Tampoi
in the futu re.

b) Population Estimates
!iii Our estimates based on population by Mukim, with figures published by Census in 2010 covering the Mukim of Bandar Johor
Bahru, Tebrau and Pulai are shown below.
Figure 4-3: Estimation of Population within a 5 km Radius of KiP Mart Tampoi

III The population within the 5 km radius of KiP Mart Tampoi is estimated at 289,000, consisting primarily the lower to middle income
group.
l1li According to the latest official estimate by DOS, the Johor population has grown by 5.5% from 2010 to 2015. As such, the
population estimate within 5 km of KiP Mart Tampoi may increase by the same quantum.

4.3.4 Performance Analysis


a) Key Tenants
1/1 The ten largest tenants (based on trade names) by lettable area take up 46% of occupied lettable area in KiP Mart Tampoi as at
31 October 2016, and account for 18% of the total rental income.
iii The table below sets out the ten largest tenants by NLA as at 31 October 2016.
Figure 4-4: KIP Mart Tampoi Ten Largest Tenants by Lettable Area as at 31 October 2016

Lettable Area % of Occupied


No. Ten Largest Tenants Trade Category (sq ft Lettable Area
Pasaraya Hwa Thai Sdn Bhd Supermarket 24,333 15%
l~f~J~ITif/!llli1(~i!lIf~l:[~ii(.f'lIftIt1.ii4ltl1B'IIIiI'lit"1II5It~!WI~i{ffijl ;~1rq~~L~~~,;f;:~'~
3 JH Fashion Fashion 8,525

Savills Research 6th December 2016 31

B 33
Independent Market Report
Savills Research Report

b) Trade Mix
Figure 4-5: KiP Mart Tampoi Trade Mix Analysis by Total Lettable Area as at 31 October 2016

F&B
3%

Source: KIP REIT Management and Savills Research


iii The chart depicts the trade mix of KiP Mart Tampoi by totallettable area as at 31 October 2016.
III The retail trade (includes fashion apparels, fashion accessories, footwear, bags, phone accessories and household items) is the
largest trade category in KiP Mart Tampoi, occupying 52% of total lettable area and contributing 44% of total rental income.
iii While the fresh market and supermarket occupied 15% of totallettable area respectively, the fresh market trade is a larger rental
income contributor at 25%, compared to 5% by the supermarket. This is in line with market practice, whereby anchor tenants
typically have lower occupancy cost ratio.
fill Notably, the 'Others' category is a significant income contributor as it contributed to 22% of rental income with 12% of totallettable
area, mainly due to the small size and high per sq ft rental rate.

c) Occupancy Rates
Figure 4-6: KiP Mart Tampoi Historical Average Occupancy Rates, FY2011 - 2018e

100.0%
95.0%
90.0%
85.0%
80.0%
75.0%
70.0%
65.0%
60.0%
55.0%
50.0%
FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e

Source: KIP REIT Management


IliI Occupancy rates of KiP Mart Tampoi have remained at above 90% since FY2011. This high occupancy rate is attributed to its
location along the high trafficked Jalan Skudai, and its ability to attract shoppers with the variety of offerings.
Iii! The occupancy rate averaged at 96.6% in FY2016, increased by 3.1 % since FY2011. The first four months of FY2017 achieved
anoccupancy rate of 97.3%.
!ill The management projects the occupancy rate to remain stable at 97.2% in FY2017, and improve further to 98.0% in FY2018.

Savills Research 6th December 2016 32

B 34
Independent Market Report
Savills Research Report

d) Rents
Figure 4-7: KiP Mart Tampoi's Average Gross Rent (over occupied space), 2010 - 2018e

9.00 l
B.OO ~
7.00
6.00
<1=
c:r 5.00
...
III
(J) 4.00
a.
3.00
~
cc 2.00
1.00
0.00
FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017e FY201Be
Source: KIP Marl Management
III KIP Mart Tampoi's average rental has increased from RM7.24 per sq ft in FY2011 to RM7.80 per sq ft in FY2016, translating to
a CAGR of 1.5%. This stable rental growth proves that the KIP Mart format has successfully gained popularity as it matures. KIP
Mart Tampoi is the first KIP Mart which opened in December 2004.
II Rental for the standard retail units (200 sq ft to 400 sq ft) ranged between RM8.00 per sq ft to RM20.00 per sq ft, lower than the
benchmark rent in Giant Tampoi of RM30 per sq ft for a 100 sq ft. This indicates growth potential as the community market centre
continues to be popular and attract new crowd.
II! The management projects the average gross rent to reach RM8.02 per sq ft (2.8% growth) and RM8.17 per sq ft (1.8% growth)
in FY2017 and FY2018, respectively.

4.3.5 Competitor Analysis


l1li KiP Mart Tampoi is located within a highly competitive retail area. The competitors are Econsave Skudai, Giant Hypermarket
Skudai, AEON Big Sutera Utama, Giant Hypermarket Tampoi, Giant Supermarket Perling Mall, Mydin Mart Johor Bahru, Giant
Hypermarket Taman Nusa Bestari and Tesco Bukit Indah. All of these hypermarkets and supermarkets are located within 5 km
radius.
iii There is also competition from similar community retail centre such as @Mart Kempas. JPPH indicated passing gross rental
rates for@Mart Kempas of around RMB.95 per sq ft to RM14.06 per sq ft in 2014 for retail lots sized between 172 sq ft to 430
sq ft. These figures are competitive to KiP Mart Tampoi that commands rental rate of between RM8.41 per sq ft to RM18.73 per
sq ft.
Ili! Furthermore, KiP Mart Tampoi also faces competition from the unorganised retail segment which includes local supermarkets
and small convenience stores, such as Maslee Tampoi and Maslee Taman Dahlia which are local supermarkets located within
the 5 km radius.
Figure 4-8: List of Competitors

Jalan Dahlia

Total Estimated NLA (sq tt) 934,456


Source: Savills Research

Savills Research 6th December 2016 33

B - 35
Independent Market Report
Savills Research Report

4.4 KiP Mart Kota Tinggi


4.4.1 Description
II KiP Mart Kota Tinggi has a small built-up compared with other KiP Marts with a GFA of 113,958 sq ft and a lettable area of 72,232
sq ft. The land area is 168,111 sq ft with freehold tenure. There are 117 carpark bays available at the KiP Mart Kota Tinggi.
III KiP Mart Kota Tinggi was completed in November 2008, and it supports a small lower to middle income catchment of 59,827
within the 5 km radius. Major tenants include local retailers such as Pasaraya Songmart (Kota Tinggi) Sdn Bhd (17,989 sq ft
lettable area) which operates as a supermarket, and Lionmas Furnishers (7,634 sq ft lettable area) which sells household items.
I'iI Similar to other KiP Marts, KiP Mart Kota Tinggi has multiple corridors, anchor and sub-anchor tenants, an atrium for advertising
and promotional activities, and a food court. There is a clear separation between the fresh market area from the dry goods area.

4.4.2 Location
III KiP Mart Kota Tinggl is located within the commercial centre of Kota Tinggl along Jalan Mawai, and enjoys high visibility from
Jalan Mawai and Jalan Tun Sri Lanang, the main roads that run through Kota Tinggi. KiP Mart Kota Tinggi is also accessible
from the PLUS Highway via Jalan Pandan.
III Kota Tinggi is an established township located approximately 40 km due north-east of Johor Bahru town. KiP Mart KOla Tinggi
serves the lower to middle income families within the surrounding housing estates, including Taman Kota Jaya, Kampung Jawa,
Kampung Makam and Kota Kecil.
a Commercial land use in the area is mostly located within the town centre and comprised mainly of shop-offices, while industrial
land are located along Jalan Lombong further north-west of KiP Mart Kota Tinggl.

4.4.3 Trade Area Analysis


a) Land Use
III The table below details the breakdown of residential, commercial and industrial and other land use components within 5 km
radius of KiP Mart Kota Tinggl.
III Residential land use represents a high 54.0% of total land within the 5 km radius, and is expected to lead to higher catchment for
KiP Mart Kota Tinggi as the town develops over time. It is also noted that agriculture land use constitutes 15.8% of surrounding
land, higher than the commercial land use of 11.8%.
4-9: Breakdown of Land Use within 5 km radius of KiP Mart Kota

Water 341.71 1.8%


Q~::'0~"'t)",~ ,; ,,'~

Total 19,402.00 100.00%


Source: Savills Research

Savills Research 6th December 2016 34

B - 36
Independent Market Report
Savills Research Report

Figure 410: Land Use Map for 5 km radius of KiP Mart Kota linggi

Source: Savills Research I Kota Tinggi Draft Local Plan 2020


ill According to the Kota Tinggi local plan, future developments will focus in Kota Tinggi town centre, where KiP Mart Kota Tinggi is
located. 36.5% of the new planning is allocated for residential development, followed by 36.2% for commercial, 20.6% for public
and schools, 3.4% for open space and recreation and 3.3% for industrial. This may increase the retail traffic to KiP Mart Kota
Tinggi in the future.
iii! The Kola linggi local plan also indicates that the main economic driver for Kota Tinggi is agriculture, representing 44.7% of the
existing land use of the town in 2008. This suggests a lower income level population which is the target market for KiP Mart Kota
Tinggi.

b) Population Estimates
fill Based on the Census 2010 population estimates, the catchment within a 5 km radius of KiP Mart Kota Tinggi is shown below.
Figure 411: Estimation of Population within a 5 km Radius of KiP Mart Kota linggi
Mukim Population Estimation of coverage of 5 Estimation of population within a 5 km
Census 2010 km radius radius of KiP Mart Kota Tin i
95% of Kota Tin i 59,827

III Within the 5 km radius of KiP Mart Kota Tinggi, the population is estimated at 60,000, and is predominantly of the low to middle
income group.
111 According to the latest official estimate by DOS, the Johor population has grown by 5.5% from 2010 to 2015. As such, the
population estimate within 5 km of KiP Mart Kota Tinggi may increase by the same quantum.

Savills Research 6 th December 2016 35

B - 37
Independent Market Report
Savills Research Report

4.4.4 Performance Analysis


a) Key Tenants
llIiI In KiP Mart Kota Tinggi, the ten largest tenants (based on trade names) by lettable area make up 55% of occupied area, and
contribute to 29% of the total rental income.
l1li The table below sets out the ten largest tenants by lettable area as at 31 October 2016.

Figure 4-12: KiP Mart Kota Tlnggi Ten Largest Tenants by Lettable Area as at 31 October 2016
Lettable Area % of Occupied
No. Ten Largest Tenants Trade Category (sq ft) Lettable Area

b) Trade Mix
Figure 4-13: KiP Mart Kota Tinggi Trade Mix Analysis by Total Lettable Area as at 31 October 2016
Others
(Promotion area,
kiosk, push cart
and storage)
7%

Source: KIP REIT Management and Ssvi//s Research

I1ll According to the trade mix chart above, the largest trade category in KiP Mart Kota Tinggi is representated by retail trade (37%),
followed by the supermarket (25%), fresh market (20%) and others (7%). While the supermarket appears to occupy a high
percentage of KiP Mart Kota Tinggi compared to the other KiP Marts, it is due to the low lettable area as the supermarket size of
17,989 sq ft is in line with the others.
111 The retail trade and fresh market contribute to 40% and 30% of total rental income, respectively. Similar to KiP Mart Masai and
KiP Mart Tampoi, the supermarket contributes to only 8% of rental income despite the high space requirement. The rental
contribution from others is particularly high at 18%, as compared to the occupied space of 7%.

Savills Research 6th December 2016 36

B 38
Independent Market Report
Savills Research Report

c) Occupancy Rates
Figure 4-14: KiP Mart Kota Tinggi Historical Average Occupancy Rates, FY2011 - 2018e

100.0%
95.0%
90.0%
85.0%
80.0%
75.0%
70.0%
65.0%
60.0%
55.0%
50.0%
FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017 e FY2018e

Source: KIP REIT Management

III KiP Mart Kota Tinggi operates at a lower lettable area as compared with the other KiP Marts, and requires fewer tenants to
occupy the space, Average occupancy rates have maintained above 90% since FY2011, and registered at 95.8% in FY2016.
III KIP REIT Management forecasts occupancy rate to remain stable at 95.7% in FY2017, and to improve marginally to 96.3% in
FY2018.

d) Rents
Figure 4-15: KiP Mart Kota Tinggi's Average Gross Rent (over occupied space), FY2011 - 2018e
8.00 ]
7.00

6.00

.t=
5.00
0'
(f) 4.00
....
q)
0.. 3.00
:::ll:
a: 2.00

1.00

0.00
FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e
Source: KIP REIT Management

!iii The average rental rates of KiP Mart Kota Tinggi increased from RM6.05 per sq ft in FY2011 to RM6.74 per sq ft in FY2015,
translating to a CAGR of 2.2%. Highest rents were at RM25,00 per sq ft and RM30.00 per sq ft for standard retail lots and kiosks,
respectively,
I:i! Average gross rent in 4M FY2017 increased marginally to RM6,86 per sq ft as the foodcourt operator, Perniagaan Mr Noh Dan
Jai vacated in June 2016, and the space was subsequently subdivided for smaller specialty tenants who commit to higher per sq
ft rental in August 2016, The management forecasts average gross rent to grow by 2,2%, reaching RM6.96 per sq ft in FY2017
with higher occupancy,

Savills Research 6th December 2016 37

B - 39
Independent Market Report
Savills Research Report

4.4.5 Competitor Analysis


III Competition for KiP Mart Kota Tinggi mainly comes from Econsave Taman Daiman Jaya located approximately 2.5 km away.
Opposite of KiP Mart Kota Tinggi is Heritage Mali, a three storey local mali that was opened in 2012. It is a conventional mali as
compared to KiP Mart Kota Tinggi, but shares the same supermarket anchor tenant as KiP Mart Kota Tinggi, i.e. Pasaraya
Songmart. Other anchor tenants in Heritage Mali include MBO Cinema, My Box and Mr DIY.
III Other competition in the immediate surroundings is in the form of unorganised retails, including a conventional fresh market.
Figure 4-16: List of Competitors
Competitor Type Status Location Estimated NLA (sq ft)

Source: Savills Research

4.5 KiP Mart Masai


4.5.1 Description
iii KiP Mart Masai sits on a 99-year leasehold land (expiring on 28 December 2108) measuring 472,757 sq tt. The building has a
GFA of 247,990 sq tt and a leUable area of 143,204 sq tt as at 31 October 2016. There are 577 carpark bays available in KiP
Mart Masai.
III KiP Mart Masai was completed in March 2011, serving the lower to middle income groups. Major tenants include Pasaraya Hwa
Tai Sdn Bhd (supermarket at 22,273 sq tt), Linkme LM Trading Sdn Bhd (household product retailer at 6,761 sq tt) and Lionmas
Fumishers (M) Sdn Bhd (furniture retailer at 4,909 sq tt).
ii! Its layout is similar to other KiP Marts, with multiple corridors surrounding a large advertising and promotion area located close
to the centre. KiP Mart Masai has a fresh market and dry goods area; the latter is air-conditioned and segregated from the fresh
market area. There is also a food court and a car sales area within KiP Mart Masai.

4.5.2 Location
III KiP Mart Masai is strategically located in Taman Bukit Dahlia, accessible via the Pasir Gudang Highway which is the main feeder
road from the North-South Expressway ("PLUS Highway") heading towards the Pasir Gudang area. It enjoys high visibility from
Persiaran Dahlia 2, a trunk road off the Pasir Gudang Highway.
lIB Taman Bukit Dahlia is a residential suburb of Johor Bahru and is located south of Bandar Seri Alam and north-west of Kawasan
Perindustrian Pasir Gudang. This residential development has good amenities including a lake garden, a school, a polytechnic
and a hospital.
I!lI Other neighbourhoods nearby include Taman Rinting, Bandar Baru Permas Jaya, Taman Masai Utama, Taman Megah Ria,
Taman Nusa Damai and Taman Mawar. These are mostly lower to middle income neighbourhoods.
Major occupiers in the industrial estate in Kawasan Perindustrian Pasir Gudang include Panasonic AVC Network, Titan
Polyehtylene (M) Sdn Bhd, 101 Edible Oils, MMHE Sdn Bhd, Pacific Oleochemicals Sdn Bhd and Goodhope Asia Holdings
Limited. These industrial activities generates additional catchment to KiP Mart Masai.

Savills Research 6th December 2016 38

B 40
Independent Market Report
Savills Research Report

4.5.3 Trade Area Analysis


a) Land Use

1Map UtAArid
lO . ~1<n\

Source: Savills Research


III The table below details the breakdown of residential, commercial, industrial and other land use components within 5 km radius
of KiP Mart Masar.
Figure 4-18: Breakdown of Land Use Within 5 km Radius of KiP Mart Masai

Component Land Use (acres) (%)


Residential 2,333.97 12.03%

Others ( Forest, Plantation, Roads and Open space) 9,837.59 50.70%


Total (5 km radius) 19,402.00 100.00%
Source: Sa vilis Research
Ill! The current land use within a 5 km radius of the KiP Mart Masai points to a high content of industrial developments that brings
high employment.
III According to the local plan, 3,170 acres of land is in planning stages for development, of which 74.9% is allocated for residential
development, 14.4% for commercial, 4.7% for industrial, and the remaining for public amenities and open space.
This suggests an upside for KiP Mart Masai in terms of local economic growth as the residential developments would bring an
influx of population that may spur economic activity. This may be beneficial to KiP Mart Masai with the increase of retail traffic for
in the future.

Savills Research 6 th December 2016 39

B - 41
Independent Market Report
Savills Research Report

b) Population Estimates
Figure 419: Estimation of Population within a 5 km Radius of KiP Mart Masai
Mukim Population Estimation of coverage of 5 Estimation of population within a 5
(Census 2010) km radius km radius of KiP Mart Masai
Plentong 494.152 50% of Plentong 247.076
Source: Census 2010 I Savills Research
I'll Within the 5 km radius of KiP Mart Masai. the population is approximately 247.000. Savills Research estimates the population to
be primarily within the lower to middle income group, and which is KiP Mart Masai's target market.
iii Based on the Census 2010, the catchment within a 5 km radius of KiP Mart Masai is shown belOW. According to the latest official
estimate by DOS. the Johor population has grown by 5.5% from 2010 to 2015. As such. the population estimate within 5 km of
KiP Mart Masal may increase by the same quantum.

4.5.4 Performance Analysis


a) Key Tenants
Ii! The ten largest tenants (based on trade names) by lettable area take up 38% of occupied area in KiP Mart Masal, and contributes
19% of the total rental income. Majority of the space is taken up by the supermarket, Pasaraya Hwa Tal Sdn Bhd, followed by
retailers in the household product including Linkme LM Trading Sdn Bhd and Lionmas Fumlshers (M) Sdn Bhd.
liI The table below sets out the ten largest tenants by leltable area as at 31 October 2016.

Figure 4-20: KiP Mart Masai Ten Largest Tenants by Lettable Area as at 31 October 2016

Lettable Area
Ten Largest Tenants Trade Category
sq ft)
16%

3 Furniture 3%

5 Fashion 3%

7 Fresh markel 2%

Total 54,928 38%

b) Trade Mix
Figure 421: KiP Mart Masai Trade Mix Analysis by Total LettableArea as at 31 October 2016
Others
(Promotion area.
kiosk. push cart
and storage)
9%

Source: KIP REIT Management and Savil/s Research

Savills Research 6th December 2016 40

B - 42
Independent Market Report
Savills Research Report

ill Figure 4-21 depicts the trade mix of KiP Mart Masai by totallettable area as at 31 October 2016.
l!i The largest trade category in KiP Masai is represented by the retail trade (47%), including fashion, electrical, telecommunication,
among others. This is followed by fresh market and the supermarket (Pasaraya Hwa Thai Sdn Bhd) that occupied 18% and 16%
of totallettable area, respectively. Notably, promotional areas, kiosk, push cart and storage, which are categories under 'Others',
accounted for a significant 9% of totallettable area, while F&B occupied only 3% of lettable area.
!III In terms of contribution to rental income, the retail trade is a very important component. It comprised of 101 lots within 66,819 sq
ft lettable area, and contributed to about 47% of the total gross rents. The fresh market was the second largest income contributor,
accounted for 25% of total gross rents within 25,281 sq ft. The third largest income contributor was represented by the promotional
areas, kiosk, push cart and storage, which accounted for 20% of total gross rents in 13,501 sq ft.

c) Occupancy Rates
Figure 4-22: KiP Mart Masai Historical Average Occupancy Rates, FY2012 - 2018e
100.0%

90.0%

80.0%

70.0%

60.0%

50.0%
FY2012 FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e
Note: Excludes promotion area
Source: KIP Mart Management

III!l Average occupancy rates of KIP Mart Masai has been consistently above 90% since 2012, and registered at 91.7% in FY2016
(a decrease of 6.8% from FY2012). This decline compared to 98.3% in FY2015 was due to 2 major tenants that vacated 11,B85
sq ft (8% of totallettable area) in December 2015, namely SMJ Home Center Sdn Bhd and Lan Sin Trading Sdn Bhd. However,
this occupancy level is higher compared to the average occupancy rates for retail properties (malls and hypermarkets) within
Johor, which registered at 77.9% in 2015.
Ill! The Management of KIP Mart forecasts the average occupancy rate to improve to 95.5% and 98.2% in FY2017 and FY201B,
respectively.

d) Rents
Figure 4-23: KiP Mart Masai's Average Gross Rent (over occupied space), FY2012 - 2018e

10.00 1
8.00

! 6.00
g
lii 4.00
Q.

~ 2.00

0.00
FY2012 FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e
Source: KIP REIT Management

!lil KiP Mart Masai recorded average gross rents of RM7.88 per sq ft in FY2012, and increased to RM9.06 per sq ft in FY2016,
equivalent to a CAGR of 3.6% despite the average occupancy rate in FY2016 declined by 1.8% compared to FY2012. This
suggests that average rents have moved upwards after a gestation period after its opening in March 2011.
Majority of the standard retail units (150 sq ft to 350 sq ft) command rental of RM10.00 per sq ft to RM15.00 per sq ft. In
comparison with hypermarkets, highest gross rent reached up to RM30 per sq ft for a 100 sq ft retail unit in Giant Hypermarket
Tampoi. This suggests that there is still room for growth in rents depending on the levels of demand, given its consistent high
occupancy rates.
Ill! The management estimates average gross rent to decline marginally to RM8.94 per sq ft and RMB.80 per sq ft in FY2017 and
FY2018, respectively, at the back of higher occupancy.

Savills Research 6 th December 2016 41

B 43
Independent Market Report
Savills Research Report

4.5.5 Competitor Analysis


II Direct competitior of KiP Mart Masai is Today's Market, a community retail centre located in Bandar Seri Alam, approximately 3
km away from KiP Mart MasaL
III Other competitors of KiP Mart Masai include hypermarkets such as Econsave Kota Masai (3.5km away), MYDIN Wholesale
Hypermarket Taman Rinting (4km away) and Tesco Seri Alam (5km away). The 3 hypermarkets inevitably offer similar ranges of
merchandise and target similar groups of customer as KiP Mart MasaL Kip Mart Masai consistently enjoys high occupancy and
rental growth despite strong competition.
Figure 4-24: List of Competitors
. . Estimated
Competitor Type Status Location NLA (sq tt)
Bandar Seri Alam

Source: Savills Research

4.6 KiP Mart Lavender Senawang


4.6.1 Description
III KiP Mart Lavender Senawang was completed in December 2012 and commenced operations in January 2013. It has a GFA of
175,095 sq ft with a lettable areaof 115,640 sq ft. Land area is at 438,414 sq ft with a freehold tenure. There are 556 carpark
bays available in KiP Mart Lavender Senawang.
iii KiP Mart Lavender Senawang has Pasaraya Syed (Sg. Buloh) Sdn Bhd as the supermarket that takes up approximately 33,766
sq ft of lettable area, as well as Pasaraya BS Pekan Sdn Bhd that occupies 13,762 sq ft in the fresh market section. Other major
tenants by size include local retailers Y Pay More (4,578 sq ft), Tewah Sdn Bhd (4,552 sq ft) and Lionmas Furnishing (3,588 sq
ft) which offers household goods.
III Compared to other KiP Marts, KiP Mart Lavender Senawang is newer, with minimal wear and tear issues. The fresh market area
maintains the typical open concept with air-conditioning system. The layout incorporates multiple corridors, anchors and sub-
anchors taking up large retail space, advertising and promotion area as well as a food court.

4.6.2 Location
!\llKiP Mart Lavender Senawang is located strategically in Senawang town along Jalan Senawang, the main thoroughfare which
passes through the town area and has a direct linkage to Lebuhraya Kajang - Seremban (LEKAS Highway). It is situated near
the Senawang Commercial Park which consists of shop-offices and a Giant hypermarket, as well as industrial areas such as
Senawang Light Industrial (56.9 acres), Senawang Industrial Park (47.7 acres) and Senawang Industrial Estate (129.3 acres).
1.1 KiP Mart Lavender Senawang caters to the lower to middle income group in nearby neighbourhoods and residential areas,
including Lavender Heights, Taman Tasik Jaya, Paroi New Village, Taman Bukit Ampangan, Taman Sri Telawi, Taman Cengal
Utama and Taman Zamrud.

4.6.3 Trade Area Analysis


a) Land Use
II! The table below details the breakdown of residential, commercial, industrial and other land use components within the 5 km
radius of KiP Mart Lavender Senawang.
Figure 4-25: Breakdown of Land Use within 5 km Radius of KiP Mart Lavender Senawang
Component Land Use (acres) (%)
Residential 4,763.68 24.6%
::gt'giml!qI~U!~~zil'~~~J;~.~l}Th~~~1WIBt&~~;~~!i<:~~~Ert ii;C\{;;f~~Z):~?4~~~i;\ . ....f ~~@o/{
Industrial 1,147.15 5.9%
gM1jIi91~1~i!l~l~i1~:1~~~~~(~~J,~~~~~~~ ;:.\.$Z~ ;:';"A; :~:~;j1.;~9;;~~~t(~> "}/q,f%
Gardens and Parks 273.76 1.4%

Water 422.99 2.2%


~p~~~~~~~~~rft~ 'I!\~1~~m~;~i'flj>'~'1A~1[f;ll}"il;;~~~~li;;: ;. ;X"f{~;:t;~:;~~~}~~Q~(l13'/; . !!);8"/0 .
Undeveloped Lands 2,088.98 10.8%
Total 19,402.00 100.00%
Source: Savil/s Research

Savills Research 6th December 2016 42

B 44
Independent Market Report
Savills Research Report savills
!Ill The land use surrounding KiP Mart Lavender Senawang shows a high residential (24.6%) and agricultural land use (37.2%).
According to the Seremban local plan, future infrastructure for the area includes a proposed LRT station to be located directly
opposite KiP Mart Lavender Senawang. The proposed rail network is still in the planning stage and is expected to pass along
Jalan Senawang towards the Senawang town centre. There are also plans for an elevated highway along Jalan Senawang which
may contribute additional retail traffic to the area.

Figure 426: Land Use Map for Surrounding Areas of KiP Mart Lavender Senawang

III According to the Seremban local plan, the economic drivers for Senawang are the agriculture and industrial sectors, representing
14.4% and 10.7% of the existing land use, respectively. Future economic drivers will emphasize on the services and industrial
sectors. This is projected to spur more employment opportunities in the area which will benefit KiP Mart Lavender Senawang.
Iii The local plan has allocated 92.4% of land (total 1,586 acres) under a new planning scheme for residential use, 4.4% for industrial,
2.5% for commercial while the remainder is for public amenities and open space. This may benefit KiP Mart Lavendar Senawang
as its catchment size increases.

Savills Research 6th December 2016 43

8 -45
Independent Market Report
Savills Research Report

b) Population Estimates
III Our estimates based on population by Mukim, with figures published by Census in 2010 covering the Mukim of Ampangan,
Rantau and Bandar Seremban are shown below.
Figure 4-27: Estimation of Population within a 5 km Radius of KiP Mart Lavender Senawang

ill Population within the 5 km radius of KiP Mart Lavender Senawang is estimated at 140,000, and is largely within the lower to
middle income groups, KiP Mart Lavender Senawang's main target market.
ill According to the latest official estimate by DOS, the Negeri population has grown by 5.4% from 2010 to 2015. As such, the
population estimate within 5 km of KiP Mart Lavender Senawang may increase by the same quantum.
4.6.4 Performance Analysis
a) Key Tenants
111 The ten largest tenants (based on trade names) by lettable area in KiP Mart Lavender Senawang take up 54% of the occupied
area, and contribute up to 47% of the total rental income. The majority of the retail space is taken up by the supermarket,
occupying 33,766 sq ft of space (29%).
Figure 4-28: KiP Mart Lavender Senawang Ten Largest Tenants by Lettable Area as at 31 October 2016

Lettable Area % o~
No. Ten Largest Tenants Trade Category (ft) Occupied
sq Lettable Area

Savills Research 6th December 2016 44

B - 46
Independent Market Report
Savills Research Report

b) Trade Mix
Figure 4-29: KiP Mart Lavender Senawang Trade Mix Analysis by Total LeUable Area as at 31 October 2016

Others
(Promotion
area, kiosk,
push
and storage)
1%

Source: KIP REIT Management and Sa vilis Research

!III The chart above depicts the trade mix of KiP Mart Lavender Senawang by total lettable area as at 31 October 2016.
III Unlike KiP Mart Masai, KiP Mart Tampoi and KiP Mart Kota Tinggi, the retail (30%) is the largest occupier in KiP Mart Lavender
Senawang, followed by supermarket (29%) and fresh market (9%). The supermarket is an important anchor tenant to act as a
crowd puller, and contribute to 23% of total rental income.
II The retail trade is the largest rental income contributor with 46% share, while the fresh market contributes to 19%. As the
occupancy of the standard retail lots in KiP Mart Lavender Senawang is currently lower than the KiP Marts in Johor, income
contribution from the promotional space under 'others' category is insignificant at 7%.

c) Occupancy Rates
Figure 4-30: KiP Mart Lavender Senawang Historical Average Occupancy Rates, FY2013 - 2018e

100.0%

90.0%

80.0%

70.0%

60.0%

50.0%

40.0%
FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e

Source: KIP REIT Management

Gl The average occupancy rate for KiP Mart Lavender Senawang registered at 79.4% in FY2016, a 6.8% decline from 81.1 %
recorded in FY2015 due to the major tenant. Pasaraya BS Pekan Sdn Bhd vacated. The decline in FY2014 was primarily due to
the gestation period for the community retail centre concept in a new market. which has seen under-performing tenants move
out after a slow start in FY2013. Nonetheless, the historical average occupancy rate in KiP Mart Lavender Senawang is higher
than Bandar Seremban's average of 71.1 % in 2015.
@ The property is undergoing a repositioning exercise currently. and the management forecasts occupancy rates to improve to
80.8% and 85.0% in FY2017 and FY2018, respectively.

Savills Research 6th December 2016 45

B - 47
Independent Market Report
Savills Research Report

d) Rents
Figure 4-31: KiP Mart Lavender Senawang's Average Gross Rent (over occupied space), FY2013 - 2018e

7.00
6.00
5.00
~
cr 4.00
...<11
f/)

3.00
a.
~ 2.00
cr::
1.00
0.00
FY2013 FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e
Source: KIP REIT Management

Ill! KiP Mart Lavender Senawang achieved an average rental rate of RM5.97 per sq ft in FY2013 upon its opening. However, the
average rental rates declined to RM2.56 per sq ft in FY2016.The fall in average gross rent was mainly due to the rental rebate
offered for existing tenants and a lower overall rental rate to encourage new local businesses to occupy the vaCant space.
iii In KiP Mart Lavender Senawang, the standard retail units at around 350 sq ft are commanding an average gross rent of RM9.00
per sq ft, with the highest reaching RM16.00 per sq ft. For comparison, Giant Hypermarket Senawang achieves RM32.00 per sq
ft for small unit of 86 sq ft.
l1li KiP Mart Lavender Senawang started with a higher average rent of RM5.97 per sq ft in FY2013, which has resulted to relocation
of tenants and a 9.1 % decline in the FY2014 average occupancy rate. Subsequently rent was reduced significantly in FY2016 to
an average of RM2.56 per sq ft, which has contributed to a 4.2% increase in FY2016 average occupancy rate as compared to
FY2014. This shows the low-rent strategy is positively correlated to occupancy rate, and the management is actively seeking for
tenants to improve average occupancy rate to 80.8% in FY2017 with attractive rental rate. Average gross rent in FY2017 is
forecasted to increase by 2.9% to RM2.63 per sq ft from RM2.56 per sq ft in FY2016.

4.6.5 Competitor Analysis


III KiP Mart Lavender Senawang faces competition from Giant Senawang hypermarket, the only hypermarket located within its 5
km radius. Other competition is in the form of small local supermarkets such as the Family Store in Taman Cengal Utama, which
is located within a 5 km radius of KiP Mart Lavender Senawang, as well as smaller local grocery and sundry shops within the
immediate surroundings.

Figure 4-32: List of Competitors


Competitor Type Status Location Estimated NLA (sq tt)

Savills Research 6th December 2016 46

B - 48
Independent Market Report
Savills Research Report

4.7 KiP Mart Melaka


4.7.1 Description
iii KiP Mart Melaka commenced operation in March 2014. It has a total GFA of 276,987 sq ft and a letlable area of 182,345 sq ft. It
is part of a mixed development by the KiP Group, and will consist of 4 blocks of 25-storey serviced apartments, a 3-star hotel and
3-storey shop-offices. Total land area for the mixed development is 18.3 acres, of which 8.73 acres is attributable to KiP Mart
Melaka with a leasehold interest expiring on 17 November 2112. There are 521 carpark bays available in KiP Mart Melaka.
III Similar to KiP Mart Lavender Senawang, KiP Mart Melaka is new and has minimal wear and tear issues. The fresh market area
is located within the supermarket, Bacang Family Store, and it maintains an open concept with air-conditioning systems. The
layout incorporates multiple corridors, anchors and sub-anchors taking up large retail space, advertising and promotion area as
well as a food court.

4.7.2 Location
II! KiP Mart Melaka is strategically located within the Batu Berendam Industrial Park, Bachang. It enjoys frontage along Jalan Tun
Fatimah with a direct linkage to Lebuhraya AMJ. Lebuhraya AMJ is the main thoroughfare which passes through Melaka from
A'Famosa Resort to the north all the way to Muar town to the south.
III KiP Mart Melaka caters to the lower to middle income group of the immediate neighbourhoods such as Taman Bachang Baru,
Taman Melaka Baru, Taman Malim Jaya and Taman Peringgit Jaya, amongst others. Commerical areas in the surroundings are
located in Plaza Melaka Sentral, due south of KiP Mart Melaka. Melaka Sentral is the largest public transportation terminal in
Melaka.
l1li The surroundings of KiP Mart Melaka also comprise industrial areas including Taman Malim Jaya Industrial Park and Cheng
Technology Park. Notable occupiers within these industrial developments include Panasonic Semiconductors, UMW Industries
and LG Food Industries.

4.7.3 Trade Area Analysis


a) Land Use
Figure 433: Land Use Map for 5 km radius of KiP Mart Melaka

Source: Savi/ls Research I Melaka Tengah Local Plan 2015

Savills Research 6th December 2016 47

B -49
Independent Market Report
Savills Research Report

Ifil The table below details the breakdown of residential, commercial, industrial and other land use components within 5 km radius
of KiP Mart Melaka.
Figure 4-34: Breakdown of Land Use within a 5 km Radius of KiP Mart Melaka
Component Land Use acres %)

Total 100.00%
Source: Savil/s Research
I!iI The land use surrounding KiP Mart Melaka shows a high residential land use.
III According to the Melaka Tengah local plan, current economic drivers for the district of Melaka Tengah are agricultural activities
and industrial activities. Future economic drivers will focus on developing the services and high technology manufacturing sectors,
and emphasise on tourism, biotechnology and information and communications technologies ("ICT'). These targeted economic
activities are expected to add value to the local economy and increase average income of the population, and will directly benefit
the retail sector which KiP Mart Melaka is involved.

b) Population Estimates
IIlI The 5 km radius of KiP Mart Melaka covers a few mukims within Melaka, including Cheng, Bertam, Batu Berendam, Bukit Baru,
Semabok, Ujong Pasir, Bandar Melaka, Pringgit, Bachang, Balai Panjang, Klebang Kecil and Bukit Piatu. The population
estimation is shown in the table below.
Figure 4-35: Estimation of Population within a 5 km Radius of KiP Mart Melaka
M k' Population Estimation of coverage of 5 Estimation of population
u 1m Census 2010 km radius within a 5 km radius

236,228

Source: Census 2010 I Savifls Research

!ill Within the 5 km radius of KiP Mart Melaka, the population is estimated to be approximately 236,000, and is largely the lower to
middle income group.
iii According to the latest official estimate by DOS, the Melaka population has grown by 7.1% from 2010 to 2015. As such, the
population estimate within 5 km of KiP Mart Melaka may increase by the same quantum.

Savills Research 6th December 2016 48

B - 50
Independent Market Report
Savills Research Report

4.7.4 Performance Analysis


a) Key Tenants
III The ten largest tenants (based on trade names) by lellable area in KiP Mart Melaka take up 46% of occupied area, and
contribute to 30% of the total rental income.
Figure 4-36: KIP Mart Melaka Ten Largest Tenants by Lettable Area as at 31 October 2016

No. Ten Largest Tenants Trade Category Lettable Area % of Occupied


(sq ftl Lettable Area
Bacang Family Store Sdn Bhd Supermarket 45,405 25%

b) Trade Mix
Figure 4-37: KiP Mart Melaka Trade Mix Analysis by Total Lettable Area as at 31 October 2016

Source: KIP REIT Management and Savills Research

Iii The chart above depicts the trade mix of KiP Mart Melaka by totallettable area as at 31 October 2016.
III In KiP Mart Melaka, the retail trade occupied 33% share of total lellable area, followed by supermarket (25%) and F&B (6%).
Promotional space accounted for only 0.1 % of the lellable area. KiP Mart Melaka does not have a fresh market section as this is
offered within the supermarket, Bacang Family Store.
!II In term of rental income contribution, the retail trade contributed to a significant 70%, followed by 18% from the F&B and 11 %
from the supermarket.
ill As the fresh market function of KiP Mart Melaka is operated by the supermarket, the targeted new tenants for the vacant space
are mainly from the retail and F&B trade. This suggests that as the community retail centre is increasingly occupied, the mix of
retail, F&B and promotion area tenants is expected to be the highest compared to the other KiP Marts.

Savills Research 6th December 2016 49

B - 51
Independent Market Report
Savills Research Report

c) Occupancy Rates
Figure 4-38: KiP Mart Melaka's Historical Average Occupancy Rates, FY2014 - 2018e

100.0%

90.0%

80.0%

70.0%

60.0%

50.0%

40.0%
FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e

Note: FY2014 was for 4-month period ended 30 June 2014.


Source: KIP REIT Management

III KiP Mart Melaka achieved an average occupancy rate 82.8% in the first year of operation in FY2014, before declining to 78.9%
in FY2015 and 74% in FY2016 as some tenants vacated. This is a similar trend observed in KiP Mart Lavender Senawang, as
KiP Mart is a new concept in the Melaka market and is undergoing a gestation period to refine its trade mix.
III The Management strategises to undertake a similar strategy as KiP Mart Lavender Senawang, which is to offer attractive rental
(less than RM3.00 per sq ft on average) for the vacant lots with the objective to attract new tenants, especially the established
local businesses. The managementforecasts average occupancy of 68.1% and 70.9% in FY2017 and FY2018, respectively.

d) Rents
Figure 4-39: KiP Mart Melaka Average Gross Rent (over occupied space), FY2014 - 2018e
3.00 1
2.50
2.00
~
0- 1.50
...
!J)

(J> 1.00
c.
::!: 0.50
0::
0.00
FY2014 FY2015 FY2016 4M FY2017 FY2017e FY2018e
Note: FY2014 was for 4-month period ended 30 June 2014.
Source: KIP REIT Management

II! KiP Mart Melaka commanded an average gross rent of RM1.63 per sq ft in FY2014 for 4-month period ended 30 June 2014. The
low average was due to the 1-month rental rebate given to the tenants on official opening. In FY2015, the average improved to
RM2.64 per sq ft, and registered at RM2.S8 per sq ft in FY2016 due to rent review and relocation of tenants. The highest rental
rate for retail shops is at RM16.80 per sq ft while kiosks area at RMSO per sq ft.
Ili The management has forecasted an average gross rent to remain stable at RM2.S4 per sq ft and RM2.S2per sq ft in FY2017 and
FY2018, respectively.

Savills Research 6th December 2016 50

B 52
Independent Market Report
Savills Research Report

4.7.5 Competitor Analysis


IIll KiP Mart Melaka faces competition from Giant Hypermarket Taman Bachang, Mydin Wholesale Emporium Melaka, Tesco Cheng,
Tesco Melaka and Econsave Malim. These are all located within a 5 km radius of KiP Mart Melaka. Other form of competition is
from smaller local grocery and sundry shops within the immediate surroundings.
II The catchment characteristics of KiP Mart Melaka is similar to other KiP Marts in terms of population base (236,000 persons)
and household income (low-middle income group), which has proven to be successful in the KiP Marts in Johor. KiP Mart Melaka
is the pioneer concept of community retail centre in the surrounding and Melaka as a whole, and will require a gestation period
to be accepted by the market.

Figure 4-40: List of Competitors

Competitor Type Status Location ~~:m:~~~)

Econsave Malim Supermarket Existing Plaza Pandan Malim 14,500


Total Estimated NLA (sq ft) 1,823,607
Source: Savills Research

4.8 KiP Mall Bangi


4.8.1 Description
III Unlike other assets in the portfolio which are community retail centre, KiP Mall Bangi is a four-storey conventional mall with Giant
Supermarket and Department Store (83,437 sq ft) as the anchor tenant.
II! KiP Mall Bangi has a total GFA of 348,203 sq ft with a lettable area of 261,710 sq ft. It has a land size of 92,817 sq ft with a 99-
year leasehold interest expiring on 14 July 2093. There are 475 carpark bays available in KiP Mall Bangi.

4.8.2 Location
III! KiP Mall Bangi is strategically located in Bandar Baru Bangi, and enjoys great visibility and accessibility via Persiaran Kemajuan,
which is one of the main access roads for Bandar Baru Bangi after exiting from the PLUS Highway. It can also be accessed from
Bangi city centre using Persiaran Jaya or Persiaran Bangi, which connects to Persiaran Kemajuan.
iii The immediate surroundings of the mall are mainly industrial and reSidential areas. Notable occupiers in the industrial areas are
Hitachi Electronics, AEON Regional Distribution Centre and Sony Electronics. In addition, the Bangi Golf Resort is located to the
east ofthe mall.

Savills Research 6th December 2016 51

B - 53
Independent Market Report
Savills Research Report

4.8.3 Trade Area Analysis


a) Land Use
Figure 4-41: Land Use Map for 5km radius of KiP Mall Bangi

IlIl The table below details the breakdown of residential, commercial and industrial components within the district.
Figure 4-42: Breakdown of Land Use within 5 km radius of KiP Mall Bangi

Component Land Use (acres) (%)


Residential 2,281.83 11.76%

Others (Forest, Plantation, Roads and Open Space) 7,243.10 37.33%


Total 19,402.00 100.00%
Source: Savilfs Research

III The land use within the 5 km radius of KiP Mall Bangi is mainly public amenities and schools. There are over 20 institutions
located around the area that adds to the daytime population for KiP Mall Bangi to capture.
III According to the Kajang local plan, there is a total of 57 acres of land committed for commercial developments. In addition, 50
acres of undeveloped land (besides KiP Mall Bangi) is planned to be developed into a cyber centre, with an objective to expand
the benefits of ICT related developments beyond Cyberjaya. The proposed plan suggests the inclusion of a hypermarket within
the cyber centre. However, details of plan and completion date are not known at this stage.

Savills Research 6th December 2016 52

B - 54
Independent Market Report
Savills Research Report

b) Population Estimates
Figure 4-43: Estimation of Population within a 5 km Radius of KiP Mall Bangi
Mukim Estimation of population within a 5 km radius
of KiP Mall Ban i
Ulu Langat 187,538
Source: Census 2010/ Savills Research

IilI According to Census 2010, the population within the 5 km radius of KiP Mall Bangi is approximately 188,000. The average
household income is estimated within the middle income bracket.
II According to the latest official estimate by DOS, the Selangor population has grown by 11.6% from 2010 to 2015. As such, the
population estimate within 5 km of KiP Mart Melaka may increase by the same quantum.

4.8.4 Performance Analysis


a) Key Tenants
II The ten largest tenants (based on trade names) by lettable area in KiP Mall Bangi take up 65% of occupied area and contribute
to 29% of the total rental income.
II The table below sets out the ten largest tenants by lettable area as at 31 October 2016.

Figure 4-44: KiP Mall Bangi Ten Largest Tenants by Lettable Area as at 31 October 2016

Lettable Area % of Occupied


No. Ten Largest Tenants Trade Category (sq ft) Lettable Area

b) Trade Mix
Figure 4-45: KiP Mall Bangi Trade Mix Analysis by Total Lettable Area as at 31 October 2016

F&B
4%

Source: KIP REIT Management and Savills Research


Note: The categories of the above trade mix summarise a larger set of sub-categories and include shop and kiosk space.

The chart above the trade mix of KiP Mall totallettable area as at 31 October 2016. ..................................................

Savills Research 6th December 2016 53

B - 55
Independent Market Report
Savills Research Report

43% of the lettable area was occupied by the retail tenants, with a majority of these being the local fashion, electrical and IT
product retailers. This is followed by GCH Retail (Malaysia) Sdn Bhd, the anchor tenant that operates Giant Supermarket and
Department Stores, which occupied 32% of lettable area, 11 % of lettable area is occupied by Bangi Superbowl Sdn Bhd which
operates the bowling centre.
Iii In terms of rental contribution, the retail trade contributed significantly with 72% share of total rental income, A majority of these
are from the fashion and electrical and IT retailers. The supermarket, department store and F&B accounted for 27% of total rental
income. The bowling centre with its location at the high floor and high space requirement contributed only to 1% of total rental
income.

c) Occupancy Rates
Figure 4-46: KiP Mall Bangi Average Occupancy Rates, FY2015 - 2018e

100.0%

90.0%

80.0%

70.0%

60.0%

50.0%

40.0%
FY2015 FY2016 4M FY2017 FY2017e FY2018e

Note: FY2015 was for 4-month period ended 30 June 2015,


Source: KIP REIT Management

iii The average occupancy rates of KiP Mall Bangi since FY2015 has been on a gradual increase. Occupancy improved by 1.8%
from 86.8% in FY2015 to 88.6% in FY2016. KIP REIT Management forecasts the occupancy rate to improve further to 90.3%
and 90.6% in FY2017 and FY2018, respectively.

d) Rents
Figure 4-47: KiP Mall Bangi's Average Gross Rent (over occupied space), FY2015 - 2018e
5.00

4.00

4= 3.00
0-
W
2.00
16Cl.
~ 1.00
a:
0.00
FY2015 FY2016 4M FY2017 FY2017e FY2018e
Note: FY2015 was for4-month period ended 30 June 2015.
Source: KIP REIT Management

The average gross rental rates for KiP Mall Bangi has increased from RM3,33 per sq ft for the 4-month period ended 30 June
2015, to RM4.04 per sq ft in FY2016. The mall was acquired in March 2015.
m! KIP REIT Management forecasts average gross rent of RM4.04 per sq ft and RM4.15 per sq ft in FY2017 and FY2018.
respectively.

4.8.5 Competitor Analysis


!!I KiP Mall Bangi faces competition from two shopping complexes, namely PKNS Bangi Complex and Bangi Gateway, both located
within the 5 km radius. PKNS Bangi Complex is anchored by a supermarket known as Pasaraya Billion, while Bangi Gateway is
anchored by Jaya Centre. In August 2016, the market saw the opening of Tesco Bandar Puteri Bangi with a NLA of 150,000 sq
ft.

Savills Research 6 th December 2016 54

B - 56
Independent Market Report
Savills Research Report

II! Going forward, we expect more competition to come on stream upon the completion of EVO Shopping Centre and a proposed
mall in Bandar Seri Putra and LuLu Supermarket. EVO Shopping Centre is expected to be completed in 2016 with a NLA of
251,000 sq ft.

Figure 4-48: List of Competitors


Competitor Mall Status Location Estimated NLA (sq tt)
PKNS Seksyen 9 148,639
. , '!'~2J~~R~y,g~lf5$i;~;i~~&;'~,;i t;;J~~~~~\~m:Qll&J5;~iJt4
Bandar Puteri 1

LuLu Supermarket Bandar Seri Putra n.a.


Total Estimated NLA (sq ft) >1,024,639
Source: Savills Research

Savills Research 6th December 2016 55

B - 57
Independent Market Report
Savills Research Report

4.9 SWOT Analysis


Figure 4-49: SWOT Analysis of Portfolio

III The KiP Mart is visible from Jalan III Location of KiP Mart Kota Tinggi is
Skudai, one of the main strategic, along the main
thoroughfares from the PLUS thoroughfare in Kota Tinggi.
Highway towards the Singapore - III Visibility is high from the main road,
Johor Causeway allowing for high unblocked by any obstruction.
exposure of traffic. III KiP Mart Kota Tinggi has high
III Accessibility is directly from Jalan occupancy rates (95.9%') and an
Skudai, allowing for easy access average gross rental per sq ft per
from a high-traffic road. month of RM6.64' suggesting
II! Performance of KiP Mart Tampoi strong performance of the property.
with a high occupancy rate (96.6% ')
and the average gross rent (RM7.96
per sq ft per month ') compared with
other KiP Marts proves strong
demand for the retail centre.
III Location and visibility along the
main road, Jalan Skudai, allows the
catchment of KiP Mart Tampoi to
extend past its 1O-minute drive time
boundaries.

III The building has aged and signs of fill Kota Tinggi, being a secondary
wear and tear are evident. town in Johor has limited population
in its catchment areas (60,000
population).

III Taman and aman III KiP Mart


Mutiara Rini still have undeveloped KiP Mart at 75,956 sq ft of lettable
land which may increase the area. Subject to growth of the
catchment in the future. market size, there is an opportunity
to expand its size to those
comparable with KiP Mart Tampoi
(163,615 sq ft) and KiP Mart Masai
(144,252 sq ft).

III Strong competition from organised from Econsave Kota


retail including AEON Big Sutera Tinggi (2.5 km away).
Utama, @Mart Kempas, Mydin Mart Il While hypermarkets and
Johor Bahru, TESCO Bukit Indah, supermarkets are limited in Kota
Giant Hypermarket Tampoi and Tinggi, any new opening is
Giant Hypermarket Taman Nusa expected to compete with KiP Mart
Bestari. Apart from these, there are Kota Tinggi.
also supermarkets located in
shopping malis, such as The Store
in Plaza Tasek and Giant
Su Mall.

Savills Research 6th December 2016 56

B - 58
Independent Market Report
Savills Research Report

within the
close proximity of a number of thoroughfare which such as Malim Jaya,
residential and commercial ~rough Senawang and Bukit Beruang.
developments that allows for towards! from the 1111 Located near the Melaka Sentral
consistent shopper traffic. highway. bus terminal which is also ~e
III Visibility is high with its location !iii Highly visible from the main area of concentrated
along a major road, i.e. road. commercial activities.
Persiaran Dahlia 2. iii It is an improved format of KiP 111 Easily accessible via Jalan Tun
!II Accessibility is directly onto Mart with modern facilities such Fatimah, a major thoroughfare
Persiaran Dahlia 2 via the Pasir as full air-conditioning. It is also for that area.
Gudang highway, the main similar to a conventional retail
thoroughfare from the PLUS mall while the fresh market
highway to Pasir Gudang. section still maintains the open-
!.II Strong demand for KiP Mart air community retail centre
Masai's grocery! sundry trade concept.
pulls consistent traffic to the KiP
Mart.
IIIi Performance for KiP Mart Masai
at 92.9% 1 occupancy rates and
average gross rental rates at
RM8.94 per sq ft' per month
suggest strong demand and
positive shoppers' perception of
the
occupancy of III ower occupancy rate
82.2% 1 as compared with other of 75.1 %' suggests the concept
KiP Marts suggests the concept of KiP Mart is still at its early
of KiP Mart is still at its early stage in this new market. This is
stage in this new market. This is planned to be improved with a
planned to be improved with a low rental strategy for the vacant
low rental strategy for the vacant units.
units.

II!! Taman Masai Utama and III Taman Seri Paroi and Lavender iii! KiP Mart Melaka is located
Bandar Seri Alam are relatively Heights are growing and this within a mixed development with
new developments with potential allows for additional catchment serviced apartments, a hotel and
for new residential! commercial as the township are developed. shop-offices which may
developments ~at may increase !II! Future infrastructure is focused contribute to constant shopper
the catchment of KiP Mart on Jalan Senawang, which is the traffic.
Masai. main thoroughfare passing
through Senawang and in front
of KiP Mart Lavender
Senawang.
iii The immediate surroundings of
KiP Mart is expected to be more
commercialized with the
opening of AEON Senawang,
and may bring more traffic to that
area

Com for necessity III Competition the Giant l1li Competition


shopping within Masai is high. Senawang, located in the centre hypermarkets including Mydin
Hypermarkets such as of Senawang town. Plaza Sentral, Giant
Econsave Kota Masai and Hypermarket Taman Bachang,
Tesco Seri Alam, as well as Tesco Cheng, Tesco Melaka
community retail centres such and Econsave Malim within the
as Todays Market in Bandar Seri vicinity of KiP Mart Melaka.
Alam, are located in close
proximity, offering shoppers
additional to KiP Mart.

IBM FY2016

Savills Research 6th December 2016 57

B - 59
Independent Market Report
Savills Research Report

Ill! KiP Mall Bangi's positioning caters to the mass


market and this matches the overall Bangi
consumer market.
It is an established mall and well known among
the Bangi residents. The mall is one of the first
malls in Bangi.
II The mall is anchored by the Giant Supermarket
and Departmental Store, a strong brand that is
able to attract shopper traffic consistently.
III It has frontage onto Persia ran Kemajuan. a
main thoroughfare in Bangi.

vacant space,
contiguous space on the top level, allows for
repositioning and planning that is expected to
refresh the mall.
II Bangi and its surroundings are major growth
areas in the Greater KL, and this is expected to
increase the mall catchment.

Savills Research 6th December 2016 58

B - 60
Independent Market Report
Savills Research Report

4.10 Portfolio Summary


Figure 4-50: Portfolio Summary

60,000 247,000

RM6.74 RM9.06

Organised: Econsave Kota


@Mart Kempas, Mydin Mart
Masai, Tesco Seri Alam,
Johor Bahru, TESCO Bukit
Todays Market Bandar Seri
Indah, Giant Hypermarket
Econsave Taman Daiman Alam Masai, Mydin
Tampoi and Giant
Jaya Hypermarket Taman Rinting
Hypermarket Taman Nusa
Unorganised: Several mini
Bestari, Giant Supermarket
markets located in shop-
in Pening Mall and The Store
houses
Tasek

236,000 188,000

RM2.58 RM4.04
Giant Hypermarket Taman
Bachang, Mydin Plaza
PKNS Bangi Complex,
Sentral, Tesco Cheng, Tesco
Giant Senawang Bangi Gateway
Melaka,
Malim.
Note: 'As stated in land title
1 FY2016
Source: KiPMart Management I Census 2010 I Sa vilis Research

Savills Research 6th December 2016 59

B - 61
Independent Market Report
Savills Research Report

4.11 Outlook
III KiP Mart has been able to attract shoppers from the primary catchments of each KiP Mart location. The location of KiP Marts are
at areas where the lower to middle income group are located, and this augurs well with its positioning that focuses on necessity
shopping. Furthermore, the majority of KiP Marts are strategically placed along main thoroughfares of each town they are located
in, allowing for high visibility from the main road.
I!II A factor which KiP Mart has been able to capitalise on is the retail market gap between the hypermarket and unorganised retail
market, such as the traditional fresh market. KiP Mart as a community retail centre that targets non-discretionary spendings is a
strength during adverse economic condition, when consumers are more prudent in spendings and will actively source for value-
for-money products that are commonly found in KiP Mart.
III Competition for necessity shopping is strong, which comprises of 3 retail types; hypermarkets, similar community retail centres
as well as the unorganised retail. The competition to gamer more shoppers has increased with the relaxation of regulations
following the lifting of the restrictions on foreign hypermarkets licences in 2010 as well as the number of hypermarkets per
population, which is currently at one hypermarket per 250,000 people (350,000 people before 2010). The mushrooming of
community retail centres has also been apparent due to plans by ETP to modernise and amalgamate various local market formats
such as the pasar tani (farmer's market), pasar ma/am (night market), pasar tamu and pasar minggu (both weekly markets) into
one large-size community retail centre. Apart from the government initiative, private community retail centres are also on the rise
with the likes of TJ Mart and @Mart Kempas, amongst others. Un organised retail is also geared to receive incentives from the
federal government in the shape of the ETP under EPP 2: Modernising the Small Retailer Transformation Programme. This
programme is introduced to facilitate the modernisation of 5,000 traditional sundry shops by 2020 with major retailers like Mydin
and Tesco taking the lead in this programme.
III Hence, going forward, the test is whether KiP Marts can withstand the fierce competition from similar community retail centres
as well as from hypermarkets and unorganised retail. It also raises the question of whether it can sustain its attraction of being
well known as a budget necessity retail centre which offers more localized and fresh goods and produce. Nowadays, retailers in
general have to constantly upgrade their premises to stay relevant suggesting that KiP Mart would need some capital expenditure
to remain competitive.
If!! The market sentiment remains healthy for community retail centres, demonstrated by the recent sprouting of similar market
centres in close proximity with KiP Mart. Performance for these markets is steady, recording decent levels of consumer traffic
even during weekdays, suggesting a strong day trade market.
iii Nonetheless, the positive note remains that Malaysia is a young country with a median age of 26 years old. Population growth
and urban migration are strong and are expected to be one of the main growth drivers of the retail sector, which include KiP Mart.
The assets are all located in urban centre of the respective towns and states that registered more than 70% urbanization rate,
and are well-positioned to benefit from the population growth. The various government plans such as the NEM, ETP and 11 MP
have paved the way to grow the economy and increase income levels of the population. These objectives are expected to
increase domestic consumption and benefit the retail sector.

Savills Research 6th December 2016 60

B - 62
APPENDIXC

TAX CONSULTANT'S LETTER ON TAXATION OF KIP REIT AND UNITHOLDERS


Deloitte Touche Tohmatsu

Deloitte. Tax Services Sdn Bhd (151497-Pl


Level 16, Menara LGB
1 lalan Wan Kadir
Taman Tun Dr. Ismail
60000 Kuala Lumpur
5 December 2016
P.O. Box 11151
The Board of Directors 50736 Kuala Lumpur
KIP REIT Management Sdn Bhd Malaysia
Level 33A, Menara 1MK Tel: +60 376108888
Kompleks 1 Mont Kiara Fax: +60 3 7725 7768/7725 7769
mytax@deloitte.com
No. 1 Jalan Kiara, Mont Kiara www.deloitte.com/my
50480 Kuala Lumpur
Pacific Trustees Berhad
Unit A-9-8, 9th Floor
Megan Avenue 1
No. 189, Jalan Tun Razak
Off Persiaran Hampshire
50400 Kuala Lumpur
Dear Sirs
Taxation of KIP Real Estate Investment Trust ("KIP REIT") and Unitholders of KIP REIT
("Unitholders")
This letter has been prepared for inclusion in the Prospectus in relation to the initial public
offering of 234,150,000 new units in KIP REIT and the listing of and quotation for 505,300,000
units on the Main Market of Bursa Malaysia Securities Berhad.
The purpose of this letter is to provide prospective Unitholders with an overview of the
Malaysian tax implication of the following:
Taxation of KIP REIT
Taxation of Unitholders

1.0 Taxation of KIP REIT


The taxation of KIP REIT is governed by the provisions of the Malaysian Income Tax
Act, 1967 ("ITA"), particularly Sections 61, 61A and 63C which deal generally with the
taxation of unit trusts and unit trusts which are approved by the Security Commission
Malaysia ("SC") as real estate investment trust ("REIT").
Income of KIP REIT, where subject to tax, will be taxed at the tax rate applicable to
REITs, after the tax adjustments outlined below. However, pursuant to Section 61A of
the ITA, total income of KIP REIT will be exempted from income tax for a year of
assessment if KIP REIT distributes at least 90% of its total income 1 to Unitholders in the
basis period for the same year of assessment. Pursuant to paragraph 11.1 of Public
Ruling No. 2/2015 - Taxation of Real Estate Investment Trust or Property Trust Fund, if
KIP REIT intends to distribute 90% or more of its total income but has fallen short of
90% at the end of the basis period, KIP REIT is given a grace period of 2 months from
the closing of its accounts to distribute the balance so as to qualify for the tax exemption
at the KIP REIT level. If less than 90% of its total income is distributed in a year of
assessment, then Section 61A of the ITA would not apply and total income of KIP REIT

1 Total income of KIP REIT consists of rental, interest (other than interest which is exempt from income tax) and
other investment income derived from or accruing in Malaysia (after deducting tax allowable expenses and capital
allowances).
Delcitte refers to one or more ofDeloitte Touche Tohmatsu Limited. a UK private company limited by guarantee ("DTTl"J. its network of member firms, and their related entities. DTTl and
each of its member firms are legally separate and independent entities. DTTl (also referred to as "Deloitte Global,,) does not provide services to clients. Please see www.deloitte.comlmylabout
to learn more about our global network of member firms.

c -1
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

would continue to be taxed. Income which has been taxed at KIP REIT level will have
tax credits attached when subsequently distribute to Unitholders.

The income tax rate applicable to KIP REIT is 24%. It was proposed in the Budget 2017
announced on 21 October 2016 that effective for years of assessment 2017 and 2018,
the incremental portion of the chargeable income compared to the immediate preceding
year of assessment enjoys reduced income tax rate as follows:

% of increase in chargeable income Percentage T ax rate after


I as compared to the immediate point reduction reduction
preceding year of assessment in tax rate (%)
Less than 5.00 NIL 24
15.00 - 9.99 1 23
10.00 -14.99 2 22
15.00 - 19.99 3 21
20.00 and above 4 20

Where single tier dividends are received, these will be exempted from tax pursuant to
paragraph 12B, schedule 6 ofthe ITA.

In arriving at its chargeable income, KIP REIT will be entitled to deduct expenses which
are incurred wholly and exclusively in the production of that gross rental income. In
addition, based on the Income Tax (Deduction for Establishment Expenditure of Real
Estate Investment Trust or Property Trust Fund) Rules 2006, establishment expenditure
(Le. legal, valuation and consultancy fees) incurred for the purpose of establishing
KIP REIT prior to approval by the SC are also deductible.

Rental income derived from the letting of real property by KIP REIT is deemed to be a
business source of income. In view of this, KIP REIT is entitled to claim capital
allowances on qualifying capital expenditure incurred on plant and machinery used in its
business.

However, any unutilised capital allowances or losses arising from the rental source
cannot be carried forward to future years nor can these be deducted against KIP REIT's
other sources of income for that year.

1.1 Exempt Income

KIP REIT may receive other tax exempt income as follows:

Dividends

Tax exempt dividends may be received from investments in companies which had
previously enjoyed or are currently enjoying tax incentives provided under the
relevant legislations.

Interest

Tax exemption is available on interest income earned by KIP REIT from the
following investments:

2
c -2
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

(i) Any savings certificates issued by the Government of Malaysia;

(ii) Securities or bonds issued or guaranteed by the Government of Malaysia;

(iii) Debentures, other than convertible loan stocks, approved by the SC;

(iv) Bon Simpanan Malaysia issued by Bank Negara Malaysia;

(v) Interest income from Islamic securities originated in Malaysia, other than
convertible loan stocks issued in any currency other than Ringgit Malaysia
and approved by the SC or Labuan Financial Services Authority;

(vi) Bonds and securities issued by Pengurusan Danaharta Nasional Berhad;


and

(vii) Interest paid or credited by any bank or financial institution licensed under
the Banking and Financial Institutions Act 1989 ("BAFIA") or Islamic Banking
Act 1983 ("IBA"). It was proposed in the recent Budget 2017 that the
references to BAFIA and IBA above will be amended to Financial Services
Act 2013 and Islamic Financial Services Act 2013 respectively.

Discount

Tax exemption will be given on discount paid or credited to any unit trust in
respect of investments as specified in items (i), (ii), (iii), and (v) above.

1.2 Foreign Sourced Income

Foreign sourced income received by KIP REIT from its overseas investments will also
be tax exempted. However, such income may be subjected to tax in the country from
which it is derived.

1.3 Gains from the Realization of Investments

Gains arising from the realization of investments shall not be treated as income of KIP
REIT pursuant to Section 61(1)(b) of the ITA and hence, not subject to income tax.

However, ~ains arising from the disposal of real property2 or shares in real property
companies ("chargeable assets") will be subjected to real property gains tax under the
Real Property Gains Tax Act, 1976 ("RPGTA") except for disposal of chargeable assets
to a REIT or PTF which is approved by the SC.

2"Real Property" is defined under Section 2 of the RPGTA as any land situated in Malaysia and any interest, option
or other right in or over such land.
3Pursuant to Paragraph 34A(6), Schedule 2 of the RPGTA, "Real Property Company" means:
(a) a controlled company which, as at 21 October 1988, owns real property or shares of both, the defined value
of which is not less than 75% of the value of its total tangible assets; or
(b) a controlled company to which (a) is not applicable, but which, at any date after 21 October 1988, acquires
real property or shares or both whereby the defined value of real property or shares or both owned at that
date is not less than 75% of the value of its total tangible assets:
provided that where at any date the company disposes of real property or shares or both whereby the defined
value of real property or shares or both owned at that date and thereafter is less than 75% of the value of its total
tangible assets, that company shall not be regarded as a real property company as from that date.

3
C-3
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

With effect from 1 January 2014, any gains on disposal of chargeable assets would be
su b'.Jected i prope
to rea r tty gams . tax at th e f 0 II owmg
. rates:
Disposal Time Frame Rates
Disposal within 3 years from the acquisition date 30%
Disposal after 3 years and within 4 years from the acquisition date 20%
Disposal after 4 years and within 5 years from the acquisition date 15%
Disposal after 5 years from the acquisition date 5%

1.4 Stamp Duty on Acquisition of Real Property

All instruments of transfer as well as instruments of deed of assignment executed


between a REIT or a Property Trust Fund ("PTF") approved by the SC and the disposer
relating to the purchase of real property are exempted from stamp duty pursuant to the
Stamp Duty (Exemption) (No.4) Order 2004 and Stamp Duty (Exemption) (No. 27)
Order 2005 respectively.

However, the acquisition of shares in real property companies will be subjected to


stamp duty at the rate of 0.3% on the price or value of the shares on the date of
transfer, whichever is the higher.

2.0 Taxation of Unitholders

For Malaysian income tax purposes, Unitholders will be taxed on their share of the
distribution received from KIP REIT.

The income of Unitholders from their investment in KIP REIT broadly falls under the
following categories:

a) Distribution of income which is tax exempt at KIP REIT level;

b) Distribution of income that has been taxed at KIP REIT level; and

c) Distribution of tax exempt income received by KIP REIT.

In addition, Unitholders may also realize a gain from the sale of units.

The income tax implications of each of the above are explained below.

a) Distribution of income which is tax exempt at KIP REIT level

If 90% or more of the total income of KIP REIT in the basis year of a year of
assessment is distributed to Unitholders, KIP REIT is exempted from tax for that
year of assessment. However, Unitholders will be subjected to withholding tax at the
following rates:

Unitholders Withholding Tax


Rate
Individual and all other non-corporate Unitholders such as 10%3
institutional Unitholders 1 (resident and non-residene)
Non-resident corporate Unitholders4 25%
Resident corporate Unitholders 0%

Notes

4
C-4
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

Notes

"Institutional Unitholders" means a pension fund, collective investment scheme or such other
person approved by the Minister of Finance.
2 Non-resident Unitholders may be subjected to tax in their respective countries depending on the
provisions of the tax legislation in the respective countries and any existing double taxation
agreements with Malaysia.
3 This rate of withholding tax is effective from 1 January 2012 to 31 December 2016. It was
proposed in the Budget 2016 that the rate be extended to 31 December 2019.
4 Corporate means an incorporated body.
5 Corporate Unitholders who are tax resident in Malaysia would have to file tax returns and declare
such REIT income which is taxed at the applicable corporate tax rates as tabulated in Paragraph
(b) below.

The withholding tax is a final tax and resident individuals and non-corporate
Unitholders will not be required to declare the income received from KIP REIT in
their Malaysian tax returns.

Distributions to resident corporate Unitholders are not subject to withholding tax.


Instead, resident corporate Unitholders are required to report the distributions from
REITs in their corporate tax returns, in which the REIT distributions would be
subjected to tax at the applicable corporate tax rates as tabulated in Paragraph (b)
below.

Since the income distributed by KIP REIT is tax exempt, no tax credit under Section
110(9A) of the ITA would be available to the Unitholders.

b) Distribution of income that has been taxed at KIP REIT level

If less than 90% of the total income of KIP REIT in the basis period for a year of
assessment is distributed to Unitholders, KIP REIT is not entitled to enjoy the tax
exemption under Section 61A of the ITA but will be taxed (at the applicable tax rates
as tabulated below) on all taxable income derived for that year of assessment. The
distribution of such taxed income to the Unitholders will have tax credits attached.

The Unitholders are required to declare the distribution of such income from KIP
REIT in their income tax return form and bring it to tax at the applicable tax rates as
tabulated below:

Malaysian Tax Rate Proposed in the 2017


Unitholders
(Current) Budget Speech

Tax resident Unitholders

Individual and non- Progressive tax Remain unchanged


corporate Unitholders rates ranging from
0% to 28%

Co-operative societies Progressive tax Remain unchanged


rates ranging from
0% to 24%

Trust bodies 24% 20% to 24% on the


incremental portion of
the chargeable income

5
C- 5
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

depending on the
percentage of increase
in chargeable income
(effective for years of
assessment 2017 and
2018)
Balance of the
chargeable income is
subject to 24%

Corporate Unitholders

i. Small and Medium 19% for every first 18% for the first
Enterprises 1 RM500,000 of RM500,000 of
chargeable income chargeable income
24% for chargeable 20% to 24% on the
income in excess of incremental portion of
RM500,000 the chargeable income
depending on the
percentage of increase
in chargeable income
(effective for years of
assessment 2017 and
2018)
Balance of the
chargeable income is
subject to 24%

ii. Companies other than 24% 20% to 24% on the


those in item (i) above incremental portion of
the chargeable income
depending on the
percentage of increase
in chargeable income
(effective for years of
assessment 2017 and
2018)
Balance of the
chargeable income is
subject to 24%

Non-tax residene
Unitholders

Individual and non- 28% Remain unchanged


corporate Unitholders

Corporate Unitholders 24% Remain unchanged


and trust bodies

C-6
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

"Small and Medium Enterprise" is a tax resident company in Malaysia which has a paid up capital in
respect of ordinary shares of RM2.5 million and less at the beginning of the basis period for a year
of assessment and not more than:
i) 50% of the paid up capital in respect of ordinary shares of the company is directly or indirectly
owned by a related company;
ii) 50% of the paid up capital in respect of ordinary shares of the related company is directly and
indirectly owned by the first mentioned company; or
iii) 50% of the paid up capital in respect of ordinary shares of the first mentioned company and the
related company is directly or indirectly owned by another company.
"Related company" means a company which has a paid up capital in respect of ordinary shares of
more than RM2.5 million at the beginning of the basis period for a year of assessment.
2 Non-resident Unitholders may be subjected to tax in their respective jurisdictions depending on the
provisions of their country's tax legislation and entitlement to any tax credits would be dependent on
their home country's tax legislation.

The tax credit that is attributable to the income distributed to the Unitholders will be
available for set-off against their tax payable pursuant to Section 11 O(9A) of the ITA.

c) Non-taxable and exempt distributions

Capital gains and tax exempt income (i.e. exempt dividends and interest, foreign
sourced income) earned by KIP REIT and subsequently distributed to the
Unitholders will not be subject to Malaysian tax in the hands of the Unitholders.

2.1 Gains from Sale of Units

If a Unitholder has held the units for long-term investment purposes, any gains arising
from the disposal of the units should be considered capital gains and hence, not supject
to Malaysian income tax.

However, if the units have been held as trading assets of a trade or business carried on
in Malaysia, the gains arising from the sale of such units will be seen to be part of
business income and subject to normal income tax. Dealers in securities (including any
person actively buying and selling securities/units on a regular basis) and financial
institution in Malaysia (e.g. insurance companies and banks) will normally be subject to
income tax since such gains will be seen to be part of their business income.

Foreign dealers and financial institutions with no business presence or permanent


establishment in Malaysia will not be subject to lVIalaysian income tax on such gains.
Such gains may still be subject to tax in each foreign investor's respective jurisdictions.

In the event of a winding up of KIP REIT, the taxation of gains received by the
Unitholders in the form of cash or residual distribution will depend on whether the gains
are seen to be capital gains or business income.

2.2 Unit Splits and Reinvestment of Distributions

Unitholders may also receive new units as a result of unit splits or may choose to
reinvest their distributions. The tax implications of these are as follows:

Unit splits - New units issued by KIP REIT pursuant to a unit split will not be
subject to tax in the hands of the Unitholders.

Reinvestment of distributions - Unitholders may choose to reinvest their income


distribution in new units by informing the Manager. In this event, the Unitholder

7
C -7
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

will be deemed to have received the distribution (income tax rules as explained in
Section 2.0 would apply accordingly) and reinvested the same in KIP REIT.

2.3 Stamp Duty

The transfer of units in KIP REIT by the Unitholders will be exempted from stamp duty
pursuant to Paragraph (c) of Exemptions under Item 32, First Schedule of the Stamp
Act, 1949.

3.0 Goods and Services Tax ("GST")

3.1 Overview

GST at 6% was implemented in Malaysia on 1 April 2015. GST shall be charged on the
taxable supply of goods and services made in the course or furtherance of business in
Malaysia by a taxable person. GST is also charged on the importation of goods and
services.

A taxable supply is a supply which is standard rated (6%) or zero rated. Exempt and out
of scope supplies are not taxable supplies. GST is to be levied and charged on the
value of the taxable supplies. GST can only be levied and charged if the business is
registered under the GST Act 2014.

Even though GST is imposed at each level of the supply chain, generally the tax
element does not become part of the cost of the product/service for a taxable supplier
because GST paid on the business inputs for making taxable supplies is claimable as
an input tax credit at each level of the supply chain. This means that GST incurred on
costs of those business inputs may be set off against the GST collected on taxable
supplies.

However, if the GST incurred related to both taxable and exempt supplies, input tax
credit may only be claimable (using the partial exemption apportionment method) for the
portion which is attributable to taxable supplies. Effectively, where a business makes
taxable supplies, the GST to be paid to the Royal Malaysian Customs Department
("RMCD") should amount to a tax on the value that has been added by the business in
that period.

3.2 GST on KIP REIT

As KIP REIT generates its income principally from rental of real property (commercial)
which is a taxable supply and proceeds from issuance of KIP REIT units to Unitholders,
which is an exempt supply, KIP REIT is required to register with the RMCD for
Malaysian GST upon its establishment.

As a GST registrant, KIP REIT will be required to charge 6% GST on the taxable
supplies (for example, rental of real property (commercial) to its tenants) and remit to
the RIVICD after deducting allowable input tax credits incurred on its costs. The issuance
of KIP REIT units to Unitholders is an exempt supply and therefore no GST is applicable
as will be the case for any 'distributions' paid out to the Unitholders.

As the issuance of KIP REIT units is not an incidental exempt financial supply, any input
tax incurred on common expenses for taxable and exempt supply should be subject to
the partial exemption method of apportionment Hence, GST incurred by KIP REIT on
8
C-8
Deloitte Touche Tohmatsu Tax Services Sdn Bhd(151497-P)

common expenses in relation to taxable supplies (for example, rental of real property
(commercial) to its tenants) and exempt supplies (for example, issuance of KIP REIT
units) would have to be apportioned using the partial exemption apportionment method.
It should be noted that no input tax credits may be claimed on expenses incurred
specifically for the purpose of making the exempt supplies. Any GST on expenses
directly incurred in respect of the acquisition, operation and maintenance of the
commercial buildings acquired by KIP REIT for the specific purpose of KIP REIT's
taxable rental business (derived 'from commercial properties) should be able to be
claimed in full as input tax credit.

3.3 GST on Unitholders

Unitholders are entitled to receive distribution from investment in KIP REIT. As stated
above, distribution income is not subject to GST.

The issue, holding and redemption of units under a trust fund, and, the transfer of
ownership of securities are exempt supplies under the GST (Exempt Supplies) Order
2014. Further, any brokerage commission or clearing fee on the trading of KIP REIT
through a GST-registered broker is subject to 6% GST. A unitholder (who is a GST
registrant) may be entitled to claim GST incurred on incidental exempt financial
supplies, which includes the holding or redemption of any unit under a trust fund. It is
essential that any unitholder takes its own advice based on its factual situation, as this
may affect its outcome, depending on whether it is registered, and also whether it
qualifies to claim input tax credit on costs incurred in respect of incidental exempt
financial supplies.

We hereby confirm that, as at the date of this letter, the statements made in this report
correctly reflect our understanding of the tax position under current Malaysian tax legislation
and the related interpretation and practice thereof, all of which are subject to change, possibly
on a retrospective basis. We have not been retained (unless specifically instructed hereafter),
nor are we obliged to monitor or update the statements for future conditions that may affect
the statements.

The statements made in this letter are not intended to be a complete analysis of the tax
consequences relating to Unitholder. As the particular circumstances of each Unitholder may
differ, we recommend that Unitholders obtain independent advice on the tax issues
associated with an investment in KIP REIT.

faithfully

C-9
APPENDIX D

REPORTING ACCOUNTANTS' LETTER ON THE PRO FORMA STATEMENT OF FINANCIAL


POSITION

pwc
The Board of Directors
KIP REIT Management Sdn Bhd
LeveI33A, Menara 1MK
Kompleks 1 Mont Kiara
NO.1 Jalan Kiara, Mont Kiara
50480 Kuala Lumpur, Malaysia

7 December 2016

PwC/EN/YGH/pY/023 2C

Dear Sirs,

KIP Real Estate Investment Trust ("KIP REIT" or the "REIT")


Report on Pro Forma Statement of Financial Position

1 We have completed our assurance engagement to report on the Pro Forma Statement of Financial
Position of KIP REIT as at its date of establishment, 2 November 2016, as set out in the Appendix
(which we have stamped for the purpose of identification), which has been prepared for inclusion in
the prospectus dated 30 December 2016 in connection with the establishment and proposed listing of
KIP REIT on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Proposal").
Further details of the listing scheme in relation to the Proposal are set out in Note 3 of the Appendix to
this letter.

2 The applicable criteria on the basis of which the Directors of KIP REIT Management Sdn Bhd (the
"Manager"), the management company of KIP REIT, have compiled the Pro Forma Statement of
Financial Position are described in the Notes thereon of the Appendix and are specified in the
Prospectus Guidelines for Collective Investment Schemes issued by the Securities Commission
Malaysia ("SC") (,Prospectus Guidelines').

3 The Pro Forma Statement of Financial Position has been compiled by the Directors of the Manager, for
illustrative purposes only, to show the effects on the Statement of Financial Position on the date of
establishment as at 2 November 2016 had the listing scheme been effected on that date.

The Directors' Responsibility for the Pro Forma Statement of Financial Position

4 The Directors of the Manager are responsible for compiling the Pro Forma Statement of Financial
Position on the basis set out in the Notes thereon of the Appendix. and in accordance with the
requirements of the Prospectus Guidelines.

f................... H U . U U U U H h U . . . . . . . . . . . . . . . . . . . . . . . . . . ~nnun . . . . . . . . . . . . . . . . . . . . . u ............ u~n . . . . . . . . . . . . . . . . . H . . . . . . . . . . . . . . . .H . . . . . . . . . . . . . . . .U U H H . U . . . . . . . . . . . . . n .

PricewaterhouseCoopers (AF 1146), Chartered Accountants,


Level 10, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral, P.O. Box 10192,50706 Kuala Lumpur, Malaysia
T: +60 (3) 21731188, F: +60 (3) 2173 1288, www.pwc.com/my

D -1
pwc
The Board of Directors
KIP REIT Management 8dn Bhd
PwC/EN /YGH/py/0232C
7 December 2016

Our Independence and Quality Control

5 We have complied with the independence and other ethical requirement of the Code of Ethics for
Professional Accountants issued by the International Ethics Standards Board for Accountants, which
is founded on fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behaviour.

6 Our firm applies International Standard on Quality Control land accordingly maintains a
comprehensive system of quality control including documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.

Our Responsibilities

7 Our responsibility is to express an opinion as required by the Prospectus Guidelines, about whether
the Pro Forma Statement of Financial Position has been compiled, in all material respects, by the
Directors on the basis set out in the Notes thereon of the Appendix.

8 We conducted our engagement in accordance with International Standard on Assurance Engagements


("ISAE") 3420 '~ssurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus", issued by the Malaysian Institute of Accountants. This
standard requires that we plan and perform procedures to obtain reasonable assurance about whether
the Directors have compiled, in all material respects, the Pro Forma Statement of Financial Position on
the basis set out in the Notes thereon of the Appendix.

9 For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any financial information used in compiling the Pro Forma Statement of Financial
Positon, nor have we, in the course of this engagement, performed an audit or review of the financial
information used in compiling the Pro Forma Statement of Financial Position.

10 The purpose of the Pro Forma Statement of Financial Position included in the prospectus is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the
REIT as if the transaction had been undertaken at the date of establishment, selected for purposes of
the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or
transaction at that date would have been as presented.

11 A reasonable assurance engagement to report on whether the Pro Forma Statement of Financial
Position has been compiled in all material respects, on the basis of the applicable criteria involves
performing procedures to assess whether the applicable cr~teria used by the Directors in the
compilation of the Pro Forma Statement of Financial Position provides a reasonable basis for
presenting the significant effects directly attributable to the event or transaction, and to obtain
sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and

The Pro Forma Statement of Financial Position reflects the proper application of those
adjustments to the unadjusted financial information.

D-2
pwc
The Board of Directors
KIP REIT Management Sdn Bhd
PwC/EN /YGH/py/ 0232C
7 December 2016

Our Responsibilities (continued)

12 The procedures selected depend on our judgment, having regard to our understanding of the nature of
the REIT, the event or transaction in respect of which the Pro Forma Statement of Financial Position
has heen compiled, and other relevant engagement circumstances. The engagement also involved
evaluating the overall presentation of the Pro Forma Statement of Financial Position.

13 We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.

Opinion

14 In our opinion, the Pro Forma Statement of Financial Position has been compiled, in all material
respects, on the basis set out in the Notes thereon of the Appendix.

Other Matters

15 This report is issued for the sole purpose of inclusion in the prospectus in connection with the
Proposal (in compliance with the Guidelines on Real Estate Investment Trusts and the Prospectus
Guidelines issued by the SC) and should not be used or relied upon for any other purposes. We accept
no duty of responsibility to and deny any liability to any party in respect of any use of, or reliance
upon, this report in connection with any transaction other than the Proposal.

Yours faithfully,

~OU4J;t---""'
PRICEWATERHOUSECOOPERS
(No. AF: 1146)
Chartered Accountants

N YEELING
(No. 3032/01/17 (J))
Chartered Accountant

D-3
APPENDIX
Page 1
KIP Real Estate Investment Trust ("KIP REIT")
PRO FORMA STATEMENT OF FINANCIAL POSITION OF KIP REIT
AS AT ITS DATE OF ESTABLISHMENT AND THE NOTES THEREON

The Pro fonna Statement of Financial Position of KIP REIT set out below are provided for illustrative
purposes to show the effects on the Statement of Financial Position of KIP REIT on the date of establishment
as at 2 November 2016 had the listing scheme described in Note 3 been effected on that date, and should be
read in conjunction with the accompanying notes thereon. As at the date of establishment, KIP REIT does
not have any assets and liabilities.

As at 2 November 2016
Pro forma After
Acquisitions and Offering
RM'OOO
ASSETS

NON-CURRENT ASSETS
Investment properties 5 580,000
Plant and equipment 291

580,291

CURRENT ASSETS
Cash and bank balances 1,757
Deposits with licensed bank 15,770

17,527

TOTAL ASSETS 597,818

FINANCED BY:
Unitholders' funds (I) 6 494,391

CURRENT LIABILITIES
Deferred income 34
Tenant deposits 12,901

12,935

NON-CURRENT LIABILITIES
Borrowings(2) 85,900
Tenant deposits 4,592

90,492

TOTAL EQUITY AND LIABILITIES 597,818

494,391
505,300
0.98
Notes:
(II Unitholders' capital of RM505.3 million net of estimated expenses of RM10.l million in relation to the issue of the Units recognised
in equity and net of estimated expenses of RMO.8 million recognized in profit and loss
(1) The carrying amount of the borrowings of RMB7.0 million is net of estimated transaction costs of RMl.l million
(J) NAV represents the value ofKIP REIT's assets less all liabilities

D-4
APPENDIX
Page 2
KIP Real Estate Investment Trust ("KIP REIT")

PRO FORMA STATEMENT OF FINANCIAL POSITION OF KIP REIT


AS AT ITS DATE OF ESTABLISHMENT AND THE NOTES THEREON (CONTINUED)

1 INTRODUCTION

The Pro Fonna Statement of Financial Position of KlP REIT has been prepared for the purpose of
inclusion in the prospectus in connection with the establishment and proposed listing of KlP REIT on the
Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") (HProposal") which encompass the
listing scheme as described in Note 3.

2 SUMMARY OF PROPOSED ACCOUNTING POLICIES

The Pro Fonna Statement of Financial Position of KlP REIT has been prepared on the basis and
assumptions as set out in the notes thereon, in accordance with the Malaysian Financial Reporting
Standards (UMFRS").

The summary of the proposed accounting policies to be adopted by KIP REIT is set out in Section 4.4.4 in
the prospectus.

3 LISTING SCHEME

The listing scheme in relation to the Proposal comprises the following:

3.1 Acquisitions of the following properties together with the related assets ("Acquisitions")

The Proposal entails the acquisitions of the following properties:

(i) KiP Mart Tampoi, a single-storey retail centre with a mezzanine floor from Kipmart Tampoi Sdn
Bhd ("KT") a subsidiary ofKlP Development Sdn Bhd;
(ii) KiP Mart Kota Tinggi; a single-storey retail centre with a mezzanine floor from Genius Chance
Sdn Bhd (HGC"), a wholly owned subsidiary of Adamin Corporation Sdn Bhd;
(iii) KiP Mart Masai, a a single-storey retail centre with a mezzanine floor from Enrich Assets Sdn
Bhd ("EN'), a wholly owned subsidiary of Adamin Corporation Sdn Bhd;
(iv) KiP Mart Lavender Senawang, a single-storey retail centre with a mezzanine floor from Setia
Wirajaya Sdn Bhd ("SW"), a wholly owned subsidiary of Adamin Corporation Sdn Bhd;
(v) KiP Mart Melaka, a two-storey retail centre from Projek Impiana Sdn Bhd ("PI"), a wholly owned
subsidiary of Adamin Corporation Sdn Bhd; and
(vi) KiP Mall Bangi, a five-storey shopping centre with one level of mezzanine floor and two levels of
basement car park from Landasan Primamaju Sdn Bhd ("LP"), a subsidiary ofKlP Development
SdnBhd.

(collectively referred as the "Subject Properties")

together with their related assets including infonnation technology equipment, furniture and fittings and
office equipment ("Related Assets") from KT, GC, EA, SW, PI and LP (collectively, the "Vendors") by
the trustee of KlP REIT, Pacific Trustees Berhad ("Trustee"), on behalf of KlP REIT for a total
consideration of approximately RM580.3 million, to be satisfied by:

(i) the issuance of 271,150,000 new units to the Vendors at the issue price of RMl.OO per unit
("Consideration Units"); and

(ii) Cash Consideration of approximately RM309.1 million to be satisfied through the proceeds raised
from the Offering (as defined in Note 3.2 below) and through the drawdown of a portion of the
financing facilities of RM87 million.

The fair value of the Consideration Units is estimated at approximately RM271.2 million (based on the
illustrative value of RM 1. 00 per unit).

D-5
APPENDIX
Page 3
KIP Real Estate Investment Trust ("KIP REIT")

PRO FORMA STATEMENT OF FINANCIAL POSITION OF KIP REIT


AS AT ITS DATE OF ESTABLISHMENT AND THE NOTES THEREON (CONTINUED)

3 LISTING SCHEME (CONTINUED)

The listing scheme in relation to the Proposal comprises the following: (continued)

3.1 Acquisitions of the following properties together with the related assets ("Acquisitions") (continued)

The purchase consideration for the Subject Properties was arrived at on a willing-buyer willing-seller basis
based on the market value of the Subject Properties as appraised by the Independent Property Valuer, C H
Williams Talhar & Wong Sdn Bhd ("CH Williams") in its valuation reports dated I March 2016. The
valuations of the Subject Properties were carried out using the investment method.

The purchase consideration for the Related Assets was arrived at on a willing-buyer willing-seller basis,
based on the carrying amount recognised in the audited financial statements of GC, EA, SW and PI for the
year ended 30 June 2016 and audited financial statements of KT and LP for the year ended 31 December
2015.

Upon completion of the Acquisitions, KIP REIT will also assume the liabilities, being the tenant deposits
and deferred income, together with the related assets, being cash and bank balances and deposits with
licensed banks based on the net book value as at 31 December 2015.

3.2 The Offering of234,150,000 new Units comprising:

(i) 220,650,000 Offer Units made available for application by Malaysian institutional investors and
selected investors, including Bumiputera investors approved by the Ministry of International
Trade and Industry, at the illustrative issue price of RMl.OO per unit, payable in full upon
allocation; and

(ii) 13,500,000 Offer Units made available for application by the Malaysian public, the eligible
directors and employees of the KIP REIT Management Sdn. Bhd. (the "Manager"), the Vendors
and eligible associate companies of Dato' Chew Lak Seong and Dato' Ong Kook Liong (the
"Promoters"), at the illustrative issue price of RM 1.00 per Unit, payable in full upon application.

(collectively referred as the "Offering")

3.3 Listing and quotation of the entire 505,300,000 issued Units on the Main Market of Bursa Securities
comprising:

(i) 271,150,000 Consideration Units; and


(ii) 234,150,000 new Units arising from the Offering.

The Acquisitions and the Offering are inter-conditional upon each other. The Acquisitions is conditional
upon the listing and quotation of KIP REIT on the Main Market of Bursa Securities.

0-6
APPENDIX
Page 4
KIP Real Estate Investment Trust ("KIP REIT")

PRO FORMA STATEMENT OF FINANCIAL POSITION OF KIP REIT


AS AT ITS DATE OF ESTABLISHMENT AND THE NOTES THEREON (CONTINUED)

4 EFFECTS ON PRO FORMA STATEMENT OF FINANCIAL POSITION

The Pro Forma Statement of Financial Position of KIP REIT has been prepared for illustrative purpose
only, to show the effects on the statement of fmancial position on its date of establishment, had the listing
scheme as set out in Note 3 been effected on that date.

The date of establishment of KIP REIT is on 2 November 2016.

For illustrative purposes,

(i) the estimated expenses in relation to the Proposal of RM 10.1 million that are directly attributable to
the issuance of shares are recognised in equity and other expenses ofRM783,000 are recognised in
profit or loss; and

(ii) the estimated transaction cost ofRMU million attributable to the long term borrowings is debited
against the carrying value of the borrowings.

The total estimated expenses in relation to the Proposal and the estimated transaction cost of the long term
borrowings are settled via proceeds from the Offering.

5 INVESTMENT PROPERTIES

Investment properties comprising the Subject Properties are stated at the carrying amount of RM580
million, which is determined based on the market values of the properties, as appraised by C H Williams in
its valuation report dated 1 March 2016 ("Market Value").

For illustrative purposes, the carrying amount of the investment properties as at 2 November 2016 is
assumed to approximate the Market Value.

The acquisition of the Subject Properties from the Vendors is regarded as Transfer of Going Concern
("TOGC") and such acquisition shall be treated as neither a supply of goods nor a supply of services
pursuant to Paragraph 1, Second Schedule of Goods and Services Tax Act 2014 ("GST Act") and hence,
not subject to GST.

Accordingly, for the purpose of this Pro Forma Statement of Financial Position, it is assumed that there is
no GST payable and no borrowings are drawn down to finance the GST payable.

6 UNITHOLDERS' FUNDS
Unit'OOO
Units issued 505,300

RM'OOO
Units issued* 505,300
Estimated incremental costs that are directly attributable to issuance of the units (10,126)

Unitholders' Capital 495,174


Reserve (783)

Unitholders' funds 494,391

* Based on illustrative value ofRMLOO per Unit

D -7
APPENDIX
Page 5
KIP Real Estate Investment Trust ("KIP REIT")

PRO FORMA STATEMENT OF FINANCIAL POSITION OF KIP REIT


AS AT ITS DATE OF EST ABLISHMENT AND THE NOTES THEREON (CONTINUED)

Approved on behalf of the Board of Directors of KIP REIT Management Sdn Bhd in accordance with a
resolution of the Board of Directors.

0-8
APPENDIX E

REPORTING ACCOUNTANTS' LEITER ON THE PROFIT FORECASTS

pwc
The Board of Directors
KIP REIT Management Sdn Bhd
LeveI33A, Menara 1MK
. Kompleks 1 Mont Kiara
NO.1 Jalan Kiara, Mont Kiara
50480 Kuala Lumpur, Malaysia

7 December 2016

PwC/EN/YGH/pY/0233C

Dear Sirs,

KIP Real Estate Investment Trust ("KIP REIT")


Report on Profit Forecasts for the eight-months period ending 30 June 2017 and
financial year ending 30 June 2018 ("Profit Forecasts")

1 We have examined the Profit Forecasts and the basis of assumptions upon which it is based, of KIP
REIT for the eight-months period ending 30 June 2017 anQ. financial year ending 30 June 2018 as set
out in the Appendix (which we have stamped for the purpose of identification) in accordance with the
approved standard for assurance engagements in Malaysia, ISAE 3400 "The Examination of
Prospective Financial Information".

2 The Profit Forecasts have been prepared for inclusion in the prospectus in connection with the
establishment and proposed listing of KIP REIT on the Main Market of Bursa Malaysia Securities
Berhad ("Bursa Securities") ("Proposal"). Further details of the listing scheme are set out in the Notes
thereon of the Appendix to this letter.

The Directors' Responsibility for the Profit Forecasts

3 Our examination has been undertaken to enable us to form an opinion as to whether the Profit
Forecasts, in all material respects, is properly prepared on the basis of the assumptions made by the
Directors of KIP REIT Management Sdn Bhd (the "Manager"), the management company of KIP
REIT, and are presented on a basis consistent with the accounting policies to be adopted and disclosed
by KIP REIT and the requirements of the Prospectus Guidelines for Collective Investment Schemes
issued by the Securities Commission Malaysia ("SC") ("Prospectus Guidelines"). The Directors of the
Manager are solely responsible for the preparation and presentation of the Profit Forecasts and the
assumptions on which the Profit Forecasts are based.

f............................................
u ............ n . n . n u ............... u u . . . . . . u~ . . . . . . u U u H H h~ . . . . . . . . . . u . . . . . . . . . . . . . . . . ~ ~.

PricewaterhouseCoopers (AF 1146), Chartered Accountants,


Level 10, 1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral, P.O. Box 10192, 50706 Kuala Lumpur, Malaysia
T: +60 (3) 2173 1188, F: +60 (3) 2173 1288, www.pwc.com/my

E -1
pwc
The Board of Directors
KIP REIT Management Sdn Bhd
PwC/EN jYGH/PY/0233C
7 December 2016

Basis of opinion

4 We have conducted our work in accordance with the Malaysian Approved Standard on Assurance
Engagements, ISAE 3400 "The Examination of Prospective Financial Information".

5 Profit Forecasts, in this context, mean prospective financial information prepared using a set of
assumptions that include hypothetical assumptions about future events and management actions
which cannot be confirmed and verified in the same way as past results and that are not necessarily
expected to occur. Actual results are likely to be different from the prospective financial information
since anticipated events frequently do not occur as expected and the variation could be material.
Consequently, we express no opinion on the validity of the assumptions on which the Profit Forecasts
are based or on how closely the results actually achieved will compare with the Profit Forecasts.
Likewise, when the prospective financial information is expressed as a range, it would be stated that
there can be no assurance that actual results will fall within the range. Readers are cautioned that the
prospective financial information should not be used for purposes other than that described in
paragraph 2 above.

Opinion

6 Based on our examination of the evidence supporting the assumptions, nothing has come to our
attention which causes us to believe that the assumptions made by the Directors of the Manager do not
provide a reasonable basis of the Profit Forecasts. Further, in our opinion, the Profit Forecasts are
properly prepared, in all material aspects, on the basis of the calculations and assumptions made by
the Directors of the Manager as set out in the Appendix and in a manner consistent with both the
format of the financial statements and the accounting policies to be adopted by KIP REIT.

7 Profit Forecasts are subject to significant economic, competitive and other uncertainties beyond the
control of KIP REIT, and therefore should not be relied upon as showing financial outcomes that are
likely to occur in practice. Further, we emphasise that the prospective financial information is not
intended to, and does not, provide all the information and disclosures necessary to give a fair
presentation in accordance with the Malaysian Financial Reporting Standards.

Emphasis of matter

8 We draw your attention to Note 4(i) of the assumptions set out in the accompanying Appendix which
states that the Directors of the Manager assume that there will be no material fluctuation on the fair
value of the Subject Properties during the forecast period for the eight-month period ending 30 June
2017 and the forecast financial year ending 30 June 2018. Our opinion is not qualified in respect of
this matter.

E-2
pwc
The Board of Directors
KIP RElT Management Sdn Bhd
PwC/EN/yGH/py/0233C
7 December 2016

Other matters

9 This report is issued for the sole purpose of inclusion in the prospectus in connection with the
Proposals (in compliance with the Guidelines on Real Estate Investment Trusts and the Prospectus
Guidelines issued by the SC) and should not be used or relied upon for any other purposes. We accept
no duty of responsibility to and deny any liability to any party in respect of any use of, or reliance
upon, this report in connection with any transaction other than the Proposal.

Yours faithfully,

~~~~4-
PRICEWATERHOUSECOOPERS
(No. AF 1146)
Chartered Accountants

~
GYEELING
(No. 3032/01/17 (J))
Chartered Accountant

E-3
Appendix
Page 1
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON
The Directors of KIP REIT Management Sdn Bhd (the "Manager"), being the management
company of KIP Real Estate Investment Trust ("KIP REIT") have prepared a forecast of the
statement of comprehensive income for eight-months period ending 30 June 2017 ("Forecast
Period 2017") and financial year ending 30 June 2018 ("Forecast Year 2018") of KIP REIT, based
on the assumptions as disclosed in Note 4 to these forecasts as follows:
Forecast Forecast
Period Year
2017(1) 2018
(RM'ooo) (RM'ooo)

Gross rental income 3 6 ,147 5 6,06 9


Other income 7.193 11,505
Total Revenue 43,640 67,574

Utilities expenses 7,385 11,330


Maintenance and housekeeping expenses 2,341 5,458
Quit rent and assessment 85 2 1,278
Reimbursement costs 3,409 5,246
Marketing and advertising 824 1,281
Other operating expenses 1,209 1,891
Property Operating Expenses 16,020 26,4 8 4

Net Property Income 27,620 4 1,090


Interest income 260 390
Net investment Income 27,880 41,480

Less:
Manager's management fees 1,824 3,313
Trustee's fee 67 100
Other trust expenses 1,168 578
Borrowing costs 2,2Z4 4,461
Profit before taxation 21,847 33,028
Taxation
Total comprehensive income 21,847 33,028

Total comprehensive income 21,841 33,028


Add: Non-cash items(l) 186 278
Total available distributable income 22,033 33,306
Assumed distribution rate 100% 100%
Distributable income(2) 22,033 33,306

Number of Units in issue (in million) 505,300 50 5,300


Assumed distribution rate 100% 100%
Distribution cover (times) 1.00 1.00
Distribution per Unit (sen) 6.54(3) 659
illustrative Retail Price (RMfUnit) 1.00 1.00
Distribution Yield on Retail Price 6.54% 6.59%
Notes:
(1) Non-cash items comprise amortisation o/capitalised borrowing costs and depreciation o/plant and equipment.
(2) As defined in Section 10.8 o/this Prospectus.
(3) Distribution for the Forecast Period 2017 has been annualised

E 4
Appendix
Page 2
KIP REAL ESTATE INVESTMENf TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONfHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON
1 INTRODUCTION
The profit forecasts of KIP REIT for the eight-months period ending 30 June 2017 and financial year
ending 30 June 2018 comprising the statement of comprehensive income and the notes thereon (the "Profit
Forecasts") have been prepared for inclusion in the prospectus in connection with the establishment and
proposed listing of KIP REIT on the Main Market of Bursa Malaysia Securities Berhad ("Bursa
Securities") ("Proposal"). Further details of the listing scheme are set out in Note 3.

2 SUMMARY OF PROPOSED ACCOUNTING POLICIES

The Profit Forecasts of KIP REIT have been prepared for illustrative purposes and in a manner consistent
with both the format of the financial statements and the accounting policies to be adopted by KIP REIT.

The summary of the proposed accounting policies to be adopted by KIP REIT is set out in Section 4.4.4 for
inclusion in the prospectus.

3 LISTING SCHEME

The listing scheme in relation to the Proposals comprises the following:

3.1 Acquisitions of the Subject Properties together with the related assets ("Acquisitions")

The Proposals entails the acquisitions of the following properties:

(i) KiP Mart Tampoi, a single-storey retail centre with a mezzanine floor from Kipmart Tampoi Sdn
Bhd ("KT") a subsidiary of KIP Development Sdn Bhd;
(ii) KiP Mart Kota Tinggi; a single-storey retail centre with a mezzanine floor from Genius Chance
Sdn Bhd ("GC"), a wholly owned subsidiary of Adamin Corporation Sdn Bhd;
(iii) KiP Mart Masai, a single-storey retail centre with a mezzanine floor from Enrich Assets Sdn Bhd
("EA"), a wholly owned subsidiary of Adamin Corporation Sdn Bhd;
(iv) KiP Mart Lavender Senawang, a single-storey retail centre with a mezzanine floor from Setia
Wirajaya Sdn Bhd ("SW"), a wholly owned subsidiary of Adamin Corporation Sdn Bhd;
(v) KiP Mart Melaka, a two-storey retail centre from Projek Impiana Sdn Bhd ("PI"), a wholly owned
subsidiary of Adamin Corporation Sdn Bhd; and
(vi) KiP Mall Bangi, a five-storey shopping centre with one level of mezzanine floor and two levels of
basement car park from Landasan Primamaju Sdn Bhd ("LP"), a subsidiary of KIP Development
SdnBhd.

(collectively referred as the "Subject Properties")

together with their related assets including information technology equipment, furniture and fittings and
office equipment ("Related Assets") from KT, GC, EA, SW, PI and LP (collectively, the "Vendors") by
the trustee of KIP REIT, Pacific Trustees Berhad ("Trustee"), on behalf of KIP REIT for a total purchase
consideration of approximately RM580.3 million, subject to the SC's approval, to be satisfied by:

(i) The issuance of 271,150,000 new units to the Vendors at the issue price of RM1.00 per unit
("Consideration Units"); and

(ii) RM309.1 million cash consideration to be satisfied through the proceeds raised from the Offering
(as defmed in Note 3.2) and funds received from the drawdown of a term loan of RM87 million to
be procured by the Trustee on behalf of KIP REIT.

The fair value of the Consideration Units is estimated at RM27l.l5 million (based on the illustrative value
ofRM1.00 per unit).

E-5
Appendix
Page 3
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

3 LISTING SCHEME (continued)

3.1 Acquisitions of the Subject Properties together with the related assets (" Acquisitions") (continued)

The purchase consideration for the Related Assets was arrived at on a willing-buyer willing-seller basis
based on the audited fmancial statements of GC, EA, SW and PI for the year ended 30 June 2016 and
audited financial statements of KT and LP for the year ended 31 December 2015.

Upon completion of the Acquisitions, KIP REIT will also assume the liabilities, being the tenant deposits
and deferred income, based on the latest carrying amounts as at 31 December 2015.

3.2 The Offering of 234, 150,000 Offer Units comprising;

(i) 220,650,000 Offer Units made available for application by Malaysian institutional investors and
selected investors, including Bumiputera investors approved by the Ministry of International
Trade and Industry, at the illustrative issue price of RMl.OO per unit, payable in full upon
allocation; and

(ii) 13,500,000 Offer Units made available for application by the Malaysian public, the eligible
directors and employees of KIP REIT Management Sdn. Bhd. (the "Manager"), the Vendors and
eligible associate companies of Dato' Chew Lak Seong and Dato' Ong Kook Liong (the
"Promoters"), at the illustrative issue price ofRM1.00 per Unit, payable in full upon application.

(collectively referred as "the Offering")

3.3 .Listing and quotation of the entire 505,300,000 issued Units on the Main Market of Bursa Securities
comprising:

(i) 271,150,000 Consideration Units; and


(ii) 234,150,000 new Units arising from the Offering.

The Acquisitions and the Offering are inter-conditional upon each other. The Acquisitions is conditional
upon the listing and quotation of KIP REIT on the Main Market of Bursa Securities.

4 BASES AND ASSUMPTIONS

The Directors of the Manager have prepared the Profit Forecasts of KIP REIT based on the following
assumptions, for which the Directors are solely responsible:

(a) Total Revenue

For Forecast Period 2017 and Forecast Year 2018 , the Manager's forecast Total Revenue is
RM43.6 million and RM67.6 million respectively. Total Revenue consists of Gross Rental
Income and Other Income (both as defmed herein).

FP2017 FY2018
(RM'OOO) (RM'OOO)
Gross Rental Income 36,147 56,069
Other income - Property related 7,493 11,505
Total Revenue 43,640 67,574

E-6
Appendix
Page 4
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(a) Total Revenue (Continued)

Gross Rental Income

Gross rental income comprises base rent net of rebate and discounts.

For the Forecast Period 2017 and Forecast Year 2018, the estimated gross rental income to be
contributed by the Subject Properties is approximately RM36.1 million and RM56.1 million
respectively, details of which are as set out below:

Gross Rental Gross Rental


Income for Income for
Subject Properties Forecast Forecast
Period 2017 Year 2018
(RM'OOO) (RM'OOO)
KiP Mart Tampoi 10,294 15,725
KiP Mart Kota Tinggi 3,901 5,907
KiP Mart Masai 9,794 15,296
KiP Mart Lavender Senawang 2,027 3,405
KiP Mart Melaka 2,523 3,982
KiP Mall Bangi 7,608 11,754
Total 47 56,069

The Manager has assumed the following in arriving at the base rent for the tenancies of the
Subject Properties for the Forecast Period 2017 and Forecast Year 2018:

(i) base rent is forecast based on committed tenancies for the Forecast Period 2017 and the
Forecast Year 2018;

(ii) expiring tenancies in the Forecast Period 2017 and the Forecast Year 2018 are assumed
to be renewed based on latest negotiated rates or the Manager's assumed renewal rates;
and

(iii) vacant lots to be taken up by prospective tenants based on the forecast Occupancy Rate
of the respective Subject Properties.

KiP Mart Tampoi

During the Forecast Period 2017 and Forecast Year 2018, all 41 and 96 expiring tenancies
(accounting for 9.2% and 29.2% out of the Gross Rental Income) out of a total of 277 tenancies
are assumed to be renewed. In addition, Occupancy Rate is expected to increase to approximately
97.2% and 98.0% in the Forecast Period 2017 and Forecast Year 2018.

KiP Mart Kota Tinggi

During the Forecast Period 2017 and Forecast Year 2018, all 44 and 61 expiring tenancies
(accounting for 22.0% and 37.3% of the Gross Rental Income) out of a total of 153 tenancies are
assumed to be renewed. In addition, Occupancy Rate is expected to increase to approximately
95.7% and 96.3% in the Forecast Period 2017 and Forecast Year 2018.

E-7
Appendix
Pages
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(a) Total Revenue (Continued)

KiP Mart Masai

During the Forecast Period 2017 and Forecast Year 2018, all 256 and 12 expiring tenancies
(accounting for 99.0% and 2.9% out of the Gross Rental Income) out of a total of 260 tenancies
are assumed to be renewed. In addition, Occupancy Rate is expected to increase to approximately
95.5% and 98.2% in the Forecast Period 2017 and Forecast Year 2018.

KiP Mart Lavender Senawang

During the Forecast Period 2017 and Forecast Year 2018, all 65 and 50 expiring tenancies
(accounting for 57.3% and 35.9% out of the Gross Rental Income) out of a total of 76 tenancies
are assumed to be renewed. In addition, Occupancy Rate is expected to increase to approximately
80.8% and 85.0% in the Forecast Period 2017 and Forecast Year 2018.

KiP Mart Melaka

During the Forecast Period 2017 and Forecast Year 2018, all 34 and 71 expiring tenancies
(accounting for 32.9% and 85.2% out of the Gross Rental Income) out of a total of 80 tenancies
are assumed to be renewed. In addition, Occupancy Rate is expected to increase to approximately
68.1% and 70.9% in the Forecast Period 2017 and Forecast Year 2018.

KiP Mall Bangi

During the Forecast Period 2017 and Forecast Year 2018, all 100 and 137 expiring tenancies
(accounting for 47.1% and 64.5% out of the Gross Rental Income) out of a total of 160 tenancies
are assumed to be renewed. In addition, Occupancy Rate is expected to increase to approximately
90.3% and 90.6% in the Forecast Period 2017 and Forecast Year 2018.

Other Income

Other income consists of utilities reimbursement income, promotional area income and
advertising income from tenants.

For the Forecast Period 2017 and Forecast Year 2018, the Manager estimates an income of
RM7.5 million and RMl1.5 million respectively.

Utilities 371 106 298 352 683 1,313 3,123


reimbursement
Promotion Area 421 148 411 154 494 2,071 3,699
Property related
and Advertising
Income 44 215
Total 965 298 924

E-8
Appendix
Page 6
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHf-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(a) Total Revenue (Continued)

Other Income (continued)

Utilities 557 164 447 528 1,025 2,028 4,749


reimbursement
Promotion Area 552 193 839 242 939 2,964 5,729
Property related
and Advertising
Income 67
Total 424

Promotional area income is revenue earned from renting out the concourse area for events and
promotional activities. The Manager forecasts a sum ofRM3.7 million and RMS.7 million for the
Forecast Period 2017 and Forecast Year 2018.

Reimbursement of utilities income is the revenue earned from the distribution of utilities for the
tenants' own consumption. The Manager forecasts a sum ofRM3.1 million and RM4.7 million for
the Forecast Period 2017 and Forecast Year 2018.

Property related and advertising income is revenue arising from installation of electricity meter
fees, forfeiture deposits and recovery of marketing and advertising cost from tenants, wherever
applicable. The Manager forecasts a sum of RMO.7 million and RMl.O million for the Forecast
Period 2017 and Forecast Year 2018 respectively.

E-9
Appendix
Page 7
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(b) Property Operating Expenses

For the Forecast Period 2017 and Forecast Year 2018, the Manager forecasts the Property
Expenses to be approximately RM16.0 million and RM26.5 million, attributable from the
following Subject Properties:

Utilities 940 446 1,006 924 1,981 2,088 7,385


Expenses
Maintenance 554 295 433 180 208 671 2,341
and
Housekeeping
Expenses
Marketing and 170 127 160 101 100 166 824
Advertising
Reimbursable 729 590 754 403 489 444 3,409
Cost
Quit rent and 202 65 221 129 187 48 852
Assessment
Other 304 263 280 112 139 III 1,209
Operating
Expenses
Total 2,899 1,786 2,854 1,849 3,104 3,528 16,020

Expenses
Maintenance 1,387 658 750 346 394 1,923 5,458
and
Housekeeping
Expenses
Marketing and 262 196 247 157 158 261 1,281
Advertising
Reimbursable 1,118 905 1,155 618 752 698 5,246
Cost
Quit rent and 303 97 332 194 280 72 1,278
Assessment
Other 482 408 439 173 215 174 1,891
Operating
Expenses
Total 5,004 2,953 4,455 2,915 4,803 6,354 26,484

E - 10
Appendix
PageS
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(b) Property Operating Expenses (Continued)

Utilities Expenses

Utilities refer to electricity and water expenses. The Manager has assumed an increase in utilities
charges of 1.0% to 3.0% for the Forecast Period 2017 and Forecast Year 2018. In addition, the
Manager has also taken into consideration the increase in consumption especially in KiP Mart
Lavender Senawang due to a higher projected occupancy rate.

The Manager has assumed a minimal increase in utilities expenses for KiP Mart Masai as the
Manager expects electricity expenses to be reduced as a result of cost savings of approximately
RMO.3 million from the use of solar energy saving panels installed in year 2015.

Maintenance and Housekeeping Expenses

Maintenance and housekeeping expenses refers to the cost for contractual maintenance as well as
the general repair and cost of upkeep of the Subject Properties; for example, the maintenance ofthe
air-conditioning system, generator set, electrical maintenance, consumables, housekeeping,
maintenance of lifts and escalators, and pest control.

For the Forecast Period 2017 and Forecast Year 2018, the Subject Properties are expected to incur
maintenance charges of approximately RM2.3 million and RM5.5 million.

Marketing and Advertising

Marketing and advertising expenses are incurred for the on~going monthly printing and distribution
of flyers, monthly site decorations, awareness banners, posters and corporate social responsibility
programme (CSR).

For the Forecast Period 2017 and Forecast Year 2018, the marketing and advertising expenses are
expected to be approximately RMO.8 million and RM1.3 million.

Reimbursement cost

Pursuant to the property management agreement to be entered into between the Manager, the
Trustee (on behalf of KIP REIT) and the Property Manager, the property management fee for each
Subject Properties amounts to RM2,000 per month (excluding GST). In addition, the Property
Manager is entitled to reimbursement of costs and expenses incurred in the operation, maintenance,
management and marketing of the Subject Properties (including but not limited to the cost relating
to the employment and remuneration of on-site staff provided) ("Permitted Expenses") as well as
service provider(s), provided that such reimbursable amount are:

(i) supported by receipts, vouchers or other evidence of payment acceptable to the Manager and
the Trustee; and

(ii) have been pre-approved by the Trustee and/or the Manager in approved Annual Business
Plan and Budget or (if not covered in the approved Annual Business Plan and Budget) with
the prior approval of the Trustee and the Manager.

The Reimbursable Cost is forecasted to be approximately RM3.4 million and RM5.2 million for the
Forecast Period 2017 and Forecast Year 2018.

E - 11
Appendix
Page 9
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(b) Property Operating Expenses (Continued)

Quit rent and assessment

Quit rent and assessment is an amount prescribed and payable to the state government and local
council respectively on the Subject Properties. Assessment is computed based on the rent prescribed
by the local council on the annual value of the prescribed Subject Properties.

These expenses are forecasted to be approximately RMO.8 million and RM1.3 million for the
Forecast Period 2017 and Forecast Year 2018.

Other operating expenses

The other operating expenses for the Forecast Period 2017 and Forecast Year 2018 are RM1.2
million and RM1.9 million. These comprise, amongst others, mainly the following:

(i) Security Outsourcing Services

These are expenses incurred for the hiring of security personnel and contractual security
services for the Subject Properties, based on contractual service agreements. The security
outsourcing services are estimated to be approximatelyRMO.3 million and RMO.5 million
for the Forecast Period 2017 and Forecast Year 2018.

(ii) Insurance Premium Expenses

Insurance premium expenses are costs incurred and payable for coverage of the Subject
Properties. These include, amongst others, (a) fire, (b) public liability (personal injury), (c)
consequential loss of income, (d) burglary, and (e) all other risks. The forecast insurance
expenses are estimated to be approximately RMO.3 million and RMO.4 million for the
Forecast Period 2017 and Forecast Year 2018.

(iii) Rental of Car Park

Car park rental expenses are incurred for KiP Mart Kota Tinggi only. The forecast rental
expenses are estimated to be approximately RMO.1 million for the Forecast Period 2017 and
Forecast Year 2018.

(iv) Waste Disposal

Waste disposal refers to the cost of contractual services for the disposal of waste for all the
Subject Properties. The forecast waste disposal expenses are estimated to be RMO.3 million
and RMO.5 million for the Forecast Period 2017 and Forecast Year 2018.
(c) Management Fee
The Management Fee comprises of both the base fee and the performance fee. For the Forecast
Period 2017 and Forecast Year 2018, the Management Fee will be computed based on the
following:
(i) base fee of up to 0.4% per annum and 0.5% per annum of the Total Asset Value as at 30
June 2017 and 30 June 2018 (excluding cash and bank deposits with licenced banks) of
KIP REIT to be paid wholly in cash; and

(ii) performance fee of 1.0% per annum of the Net Property Income (NPI) for the financial
period ending 30 June 2017 and 30 June 2018 of KIP REIT.
For the Forecast Period 2017 and Forecast Year 2018, the total Management Fee is estimated to be
approximately RM 1.8 million and RM3.3 million.

E - 12
Appendix
Page 10
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(d) Trustee's Fee

The Trustee fee payable is RMI00,000.00 per annum payable upon the execution of the Deed for
the first three years and thereafter at such rate to be mutually agreed between the Manager and the
Trustee. In any case, the annual trustee's fee in aggregate shall be up to the maximum rate of 0.05%
per annum of the NAV of KIP REIT. For avoidance of doubt, the annual trustee's fee in aggregate
for the first three years upon the execution of the Deed shall not be less than RMlOO,OOO.OO per
annum.

(e) Other Trust Expenses

Other trust expenses of KIP REIT consist of costs incurred on the establishment date that are not
incremental to the issuance of the shares (such as printing, marketing and advertising expenses,
valuation fees and miscellaneous expenses), annual audit fees, taxation fees, valuation fees, market
research fees, public relation expenses and other expenses relating to the preparation and
distribution of reports to Unitholders, together with other miscellaneous expenses such as postage,
printing and stationery. Factors such as KIP REIT's total assets, number of investors and inflation
rate are likely to be positively related to trust expenses.

(~ Interest IncoD1e

Interest income is assumed to be earned at an interest rate of3.0% per annum applied to cash held
in interest-bearing/fixed deposit accounts with licensed financial institutions.

(g) Borrowings Cost

To part finance the acquisition, KIP REIT will obtain the Financing Facilities as described in
Section 3.8 "REIT Financing" ofthis Prospectus. The Manager has assumed a drawdown ofa term
loan of RM87.0 million upon establishment on 2 November 2016. The term loan carries an
effective interest rate of cost of fund ("COP") + 1.25 per annum. The effective interest rate of the
term loan taking into consideration of the transaction cost of RMl.l million is 5.19% per annum,
based on the assumed COF for the Forecast Period 2017 and Forecast Year 2018 of3.65%.

(h) Taxation

It is assumed that KIP REIT will distribute 90% or more of its total income (as defined under the
Income Tax Act) to its Unitholders within two months from the close of each fmancial year which
forms the basis period for the year of assessment of KIP REIT and accordingly, KIP REIT will be
exempted from income tax. The first distribution will be in respect of the period from the date of
establishment of KIP REIT to 30 June 2017, and will be paid by the Manager within two months
from the end of the financial year ending 30 June 2017. Please refer to Section 1.6 "Distribution
Policy" of this Prospectus for further details.

No current tax liabilities have been forecasted during the Forecast Period 2017 and Forecast Year
2018 as it is assumed that at least 100% of KIP REIT's total income (as defined under the Income
Tax Act), will be distributed within two months after the close of the financial year.

E - 13
Appendix
Page 11
KIP REAL ESTATE INVESTMENT TRUST ("lap REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

4 BASES AND ASSUMPTIONS (CONTINUED)

(i) Investment Properties and Valuation

For the purposes of these profit forecasts, the Manager has assumed that there will be no material
fluctuation on the fair value of the Subject Properties during the financial period ending 30 June
2017 and financial year ending 30 June 2018 since the acquisition date. Fair value of the property is
assumed at RM580.0 million as at 30 June 2017 and 30 June 2018. Accordingly, no fair value gains
or losses are included in the profit forecast for the Forecast Period 2017 and Forecast Year 2018.

G) Distribution of Income

The Manager has assumed that KIP REIT will distribute 100.0% of its Distributable Income for the
Forecast Period 2017 and Forecast Year 2018.

(k) General Assumptions

(i) It is assumed that all Units to be issued will be fully subscribed at the Retail Price of
RMl.OO per Unit;

(ii) It is assumed that the credit risk within KIP REIT is low, as significantly all revenue
receivable by KIP REIT, such as rental proceeds, will be received within the credit term
for such activities;

(iii) There will be no significant changes in the prevailing economic and political conditions in
Malaysia and elsewhere that may directly or indirectly affect the activities or performance
of KIP REIT;

(iv) There will be no material changes in the present legislation and government regulations,
including taxation and guidelines of regulatory authorities which will affect KIP REIT's
activities or the market in which KIP REIT operates;

(v) Inflation rates will remain at 3.0%;

(vi) Existing financing facilities will remain available and the level of financing costs will not
change materially from those presently prevailing;

(vii) There will be no significant changes to the COF of 3.65% and effective interest rate which
will materially affect KIP REIT's borrowing costs;

(viii) There will be no major industrial disputes or any abnormal factors or changes, both
domestic and overseas, which will adversely affect KIP REIT's operations;

(ix) There will be no significant changes in the principal activities, management structure and
accounting policies adopted by KIP REIT;

(x) All tenancies are enforceable and will be performed in accordance with their terms with no
premature termination of tenancies;

(xi) 111ere will no changes to the portfolio of the Subject Properties;

(xii) There will be no compulsory acquisition by the Malaysian Government pursuant to the
provision of Land Acquisition Act 1960;

E -14
Appendix
Page 12
KIP REAL EST ATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGIIT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON (CONTINUED)

4 BASES AND ASSUMPTIONS (CONTINUED)

(k) General Assumptions (continued)

(xiii) There will be no material contingent liabilities arising during the Forecast Period 2017 and
the Forecast Year 2018, which may adversely affect the Profit Forecasts. KIP REIT will
not be engaged in any material litigation and there will be no legal proceedings which will
affect KIP REIT's activities or performance or give rise to additional contingent liabilities
which may materially affect the results of KIP REIT;

(xiv) It has been assumed that there is no significant impact on the Profit Forecasts arising from
the adoption of the new Malaysian Financial Reporting Standards and amendments
effective for annual periods beginning 1 July 2016 based on the announcement by the
Malaysian Accounting Standards Board up to 31 December 2015;

(xv) There will be no adverse economic, political or property market conditions which will
materially affect the activities and performance ofthe Subject Properties;

(xvi) There is sufficient insurance coverage on the all the Subject Properties against fire, loss of
rent and other risks;

(xvii) The acquisition of the Subject Properties from the Vendors to KIP REIT is regarded as
Transfer of Going Concern ("TOGC") and such acquisition shall be treated as neither a
supply of good nor a supply of services pursuant to Paragraph 1, Second Schedule of
Goods and Services Tax Act 2014 ("GST Act") and hence, not subject to GST;

(xviii) There will be no major disruption in the operations and there will be no other events and
abnormal factors including war, terrorism attacks, epidemic outbreak or natural disaster,
which will adversely affect the operations of KIP REIT; and

(xix) There will be no significant changes in the terms and conditions of significant contracts
and agreements; including the tenancy agreements, Sales and Purchase Agreements, the
Deed and the property management agreements during the Forecast Period 2017 and the
Forecast Year 2018.

E - 15
Appendix
Page 13
KIP REAL ESTATE INVESTMENT TRUST ("KIP REIT")

PROFIT FORECASTS OF KIP REIT FOR THE EIGHT-MONTHS PERIOD ENDING 30


JUNE 2017 AND FINANCIAL YEAR ENDING 30 JUNE 2018 AND THE NOTES
THEREON

Approved on behalf of the Board of Directors of KIP REIT Management Sdn Bhd in accordance with a
resolution of the Board of Directors.


Director

E -16
APPENDIX F

PROCEDURE FOR THE APPLICATION AND ACCEPTANCE FOR THE RETAIL OFFERING

1. Opening and closing of applications

OPENING OF THE RETAIL OFFERING: 10.00 AM., [.] 2016


CLOSING OF THE RETAIL OFFERING: 5.00 P.M., [.] 2017
The Manager and the Underwriter may decide in their absolute discretion to vary the closing date
and time for applications under the Retail Offering to any later date or dates. If they decide to
vary the closing date for applications, the dates for the balloting and allotment of the Units and
the Listing will be extended accordingly. Any such variation will be announced by way of
advertisement in a widely circulated Bahasa Malaysia and English daily newspaper within
Malaysia.
Late applications will not be accepted.
Copies of the Application Forms together with this Prospectus may be obtained, subject
to availability, from the Issuing House, CIMB and ADAs which are registered members of
Bursa Securities.

2. Methods of application and category of investors

2.1 Application for Offer Units under the Retail Offering

Applications for Offer Units pursuant to the Retail Offering may be made using any of the
following ways:
Type of Application Form Category of investors

WHITE A~plication Form or Electronic Malaysian Public (for individuals)


Application(1 or Internet Application(2)

WHITE Application Form only Malaysian Public (for non-individuals e.g.


corporations, institutions, etc.)

PINK Application Form only Eligible directors and employees of the Manager,
the Vendors and the Eligible Companies

Notes:

(1) The following processing fee per Electronic Application will be charged by the respective
Participating Financial Institution:
(i) Affin Bank Berhad No fee will be charged for application by their account
holders;
(ii) AmBank (M) Berhad - RM1.00;
(iii) CIMB Bank Berhad - RM2.50;
(iv) HSBC Bank Malaysia Berhad - RM2.50;
(v) Malayan Banking Berhad - RM1.00;
(vi) Public Bank Berhad - RM2.00;
(vii) RHB Bank Berhad - RM2.50; or
(viii) Standard Chartered Bank Malaysia Berhad (at selected branches only)
RM2.50

F -1
(2) The following processing fee per Internet Application will be charged by the respective
Internet Participating Financial Institution:

(i) Affin Bank Berhad (www.affinOnline.com) via hyperlink to Bursa Securities'


website at www.bursamalaysia.com - No fees will be charged for application by
their account holders;

(ii) Affin Hwang Investment Bank Berhad (trade.affinhwang.com) via hyperlink to


Bursa Securities' website at www.bursamalaysia.com - No fees will be charged
for application by their account holders;
(iii) CIMB Bank Berhad (www.cimbclicks.com.my) via hyperlink to Bursa Securities'
website at www.bursamalaysia.com - RM2.00 for applicants with CDS accounts
held with CIMB and RM2.50 for applicants with CDS accounts with other ADAs;
(iv) CIMB Investment Bank Berhad (www.eipocimb.com) - RM2.00 for payment via
CIMB Bank Berhad or Malayan Banking Berhad;
(v) Malayan Banking Berhad (www.maybank2u.com.my) via hyperlink to Bursa
Securities' website at www.bursamalaysia.com - RM1.00;
(vi) Public Bank Berhad (www.pbebank.com) via hyperlink to Bursa Securities'
website at www.bursamalaysia.com - RM2.00; and
(vii) RHB Bank Berhad (www.rhbgroup.com) via hyperlink to Bursa Securities'
website at www.bursamalaysia.com RM2.50.
However, applicants using the WHITE Application Form are not allowed to submit
multiple applications in the same category of application. Further, applicants who have
submitted their applications using the WHITE Application Form are not allowed to make
additional applications using the Electronic Application and the Internet Application, and
vice versa.
Eligible directors and employees of the Manager, the Vendors and the Eligible
Companies who have made applications using the PINK Application Form may still apply
for the Offer Units offered to the Malaysian Public using the WHITE Application Form,
the Electronic Application or the Internet Application.

2.2 Application by institutional investors and selected investors under the


Institutional Offering

Institutional investors under the Institutional Offering will be contacted directly by CIMS
and should follow the instructions as communicated by CIMS. Sumiputera institutional
and selected investors approved by MITI who have been allocated Offer Units will be
contacted directly by MITI and should follow the instructions as communicated through
MIT!.

3. Procedures for application and acceptance

Applications must be made in relation to and subject to the terms of this Prospectus and the
Deed.

3.1 Application by the Malaysian Public under the Retail Offering (WHITE Application
Form, Electronic Application or Internet Application)

Eligibilitv
An applicant can only apply for the Offer Units if he fulfils all of the following:

(i) The applicant must have a CDS account. If he does not have a CDS account, he
may open a CDS account by contacting any of the ADAs listed in Section 13 of
Appendix F of this Prospectus;

F-2
(ii) The applicant must be one of the following:
(a) a Malaysian citizen who has attained 18 years of age as at the closing
date of the Retail Offering with a Malaysian address; or
(b) a corporation I institution incorporated in Malaysia where there is a
majority of Malaysian citizens on the corporation's board of directors I
trustees and if the corporation have a share capital, more than half of
the issued share capital, excluding preference share capital, is held by
Malaysian citizens; or
(c) a superannuation, co-operative, foundation, provident, pension fund
established or operating in Malaysia.
The Manager will not accept applications from trustees, persons under 18 years
of age, sole proprietorships, partnerships or other incorporated bodies or
associations, other than corporations I institutions referred to in (ii)(b) or (c)
above or the trustees thereof; and
(iii) The applicant must not be a director or employee of the Issuing House or their
immediate family members.

3.2 Application by Eligible directors and employees of the Manager, the Vendors and
the Eligible Companies (PINK Application Form)

The Eligible directors and employees of the Manager, the Vendors and the Eligible
Companies will be provided separately with PINK Application Forms which will be
accompanied with a copy of the Prospectus and letters by the Manager detailing their
respective allocation. The applicants must follow the notes and instructions in the said
documents and where relevant, in this Prospectus. The amount payable in full upon
application is the Retail Price, which is RM [e] per Offer Unit.
Eligible directors and employees of the Manager, the Vendors and the Eligible
Companies who apply for the Offer Units under the Offer Units allocated to Eligible
directors and employees of the Manager, the Vendors and the Eligible Companies must
have a CDS account and a correspondence address in Malaysia.
Eligible directors and employees of the Manager, the Vendors and the Eligible
Companies are not precluded from making additional applications under the Offer Units
allocated for the Malaysian Public category using the WHITE Application Form, the
Electronic Application or the Internet Application.

4. Procedures for application by way of Application Forms

Each application for the Offer Units under the Retail Offering must be made on the correct
Application Form for the relevant category of investors issued together with this Prospectus and
must be completed in accordance with the notes and instructions contained in the respective
category of the Application Form. The Application Form together with the notes and instructions
shall constitute an integral part of this Prospectus. Applications which do not conform STRICTLY
to the terms of this Prospectus or the respective category of Application Form or notes and
instructions or which are illegible may not be accepted at the absolute discretion of the Manager.
Full instructions for the application for the Offer Units and the procedures to be followed
are set out in the Application Forms. All applicants are advised to read the Application
Forms and the notes and instructions contained there carefully.
Malaysian Public should follow the following procedures in making their applications under the
Retail Offering.

F-3
Step 1: Obtain application documents
Obtain the relevant Application Form together with the Official "A" and liB" envelopes and this
Prospectus.
The WHITE Application Forms can be obtained subject to availability from the following:

(i) CIMB;
(ii) Participating organisations of Bursa Securities;
(iii) Members of the Association of Banks in Malaysia;
(iv) Members of the Malaysian Investment Banking Association;
(v) Issuing House; and
(vi) Manager.
Step 2: Read this Prospectus

In accordance with subsection 232(2) of the CIVISA, the Application Forms are accompanied by
this Prospectus. An applicant is advised to read and understand this Prospectus before making
his application.
Step 3: Complete the relevant Application Form

Complete the relevant Application Form legibly and STRICTLY in accordance with the notes and
instructions printed on it and in this Prospectus.

(i) Personal particulars

An applicant must ensure that his personal particulars submitted in his application are
identical with the records maintained by Bursa Depository. The applicant are required to
inform Bursa Depository promptly of any changes to his personal particulars.
If the applicant are an individual and is not a member of the armed forces or police, the
name and national registration identity card ("NRIC") numbers must be the same as:
his NRIC; or
any valid temporary identity document issued by the National Registration
Department from time to time; or
his "Resit Pengenalan Sementara (KPPK 09)" issued pursuant to Peraturan 5(5),
Peraturan-Peraturan Pendaftaran Negara 1990.
If the applicant is a member of the armed forces or police, his name and his armed
forces or police personnel number, as the case may be, must be exactly as that stated in
his authority card.
For corporations/institutions, the name and certificate of incorporation numbers must be
the same as that stated in the certificate of incorporation or the certificate of change of
name, where applicable.
(ii) CDS account number
An applicant must state his CDS account number in the space provided in the
Application Form. Invalid or nominee or third party CDS accounts will not be accepted.

(iii) Details of payment


An applicant must state the details of his payment in the appropriate boxes provided in
the Application Form.
(iv) Number of Offer Units applied
Applications must be for at least 100 Offer Units or multiples of 100 Offer Units for
applicants using the PINK and WHITE Application Forms.

F-4
Step 4: Prepare appropriate form of payment

Prepare the correct form of payment in RM for the FULL amount payable based on the Retail
Price, which is RM[-]per Offer Unit.

Payment must be made out in favour of "MIH Unit Issue Account Number 581" and crossed
"Ale PAYEE ONLY" and endorsed on the reverse side with the applicant's name and address.
Only the following forms of payment will be accepted:

(i) Banker's draft or cashier's order purchased within Malaysia only and drawn on a bank in
Kuala Lumpur (differentiated by a special red band for Bumiputera applicants);

(ii) Money order or postal order (for applicants from Sabah and Sarawak only); or

(iii) Guaranteed Giro Order ("GGO") from Bank Simpanan Nasional Malaysia Berhad
(differentiated by a special red band for Bumiputera applicants).

The Manager will not accept applications with excess or insufficient remittances or inappropriate
forms of payment. Remittances must be completed in the appropriate boxes provided in the
Application Forms.

Step 5: Finalise application

Insert the relevant Application Form together with payment and a legible photocopy of the
applicant's identification document (NRIC / valid temporary identity document issued by the
National Registration Department / "Resit Pengenalan Sementara (KPPK 09)" / authority card for
armed forces or police personnel/certificate of incorporation or certificate of change of name for
corporate or institutional applicant or passport (where applicable) into the Official "A" envelope
and seal it. Write the applicant's name and address on the outside of the Official "A" and "B"
envelopes.
The name and address written must be identical to the applicant's name and address as per his
NRIC/valid temporary identity document issued by the National Registration Departmentl"Resit
Pengenalan Sementara (KPPK 09)"/authority card for armed forces or police
personnel/certificate of incorporation or the certificate of change of name for corporate or
institutional applicant or passport (where applicable).
Affix an 80 sen stamp on the Official "A" envelope and insert the Official "A" envelope into the
Official "B" envelope.
Step 6: Submit application

Each completed Application Form, accompanied by the appropriate remittance and legible
photocopy of the relevant documents may be submitted using one of the following methods:
(i) despatched by ORDINARY POST in the official envelopes provided, to the following
address:
Malaysian Issuing House Sdn Bhd (258345-X)
Level 6, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A146
47301 Petaling Jaya
Selangor Darul Ehsan
or
P.O. Box 8269
Pejabat Pos Kelana Jaya
46785 Petaling Jaya
(ii) DELIVERED BY HAND AND DEPOSITED in the Drop-in Boxes provided at the front
portion of Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A146, 47301 Petaling
Jaya, Selangor Darul Ehsan,
so as to arrive not later than 5.00 p.m. on [-] 2017, or such later date or dates as the Manager
and Underwriter in their absolute discretion may decide.

F-5
The Manager, together with the Issuing House will not issue any acknowledgement of the receipt
of the applicant's Application Forms or application monies. Enquiries in respect of the WHITE
Application Form are to be directed to the Issuing House.

5. Procedures for application by way of Electronic Applications

Only Malaysian individuals may apply for the Offer Units by way of Electronic Application in
respect of the Offer Units made available to the Malaysian Public.

5.1 Steps for Electronic Applications through a Participating Financial Institution's


ATM

(i) The applicant must have an account with a Participating Financial Institution and
an ATM card issued by that Participating Financial Institution to access the
account. An ATM card issued by one of the Participating Financial Institutions
cannot be used to apply for the Offer Units at an ATM belonging to other
Participating Financial Institutions;
(ii) The applicant must have a CDS account;
(iii) The applicant is advised to read and understand this Prospectus before making
the application; and
(iv) The applicant may apply for the Offer Units via the ATM of the Participating
Financial Institution by choosing the Electronic Application option. Mandatory
statements required in the application are set out in the "Terms and Conditions
for Electronic Applications" (please refer to Section 5.3 of Appendix F of this
Prospectus). The applicant shall submit at least the following information through
the ATM, where the instructions on the ATM screen, require him to do so:
(a) Personal Identification Number (PIN);
(b) MIH Unit Issue Account Number 581;
(c) CDS account number;
(d) Number of Offer Units applied for and/or the RM amount to be debited
from the account; and
(e) Confirmation of several mandatory statements.

5.2 Participating Financial Institutions

Electronic Applications may be made through an ATM of the following Participating


Financial Institutions and their branches:
(i) Affln Bank Berhad;
(ii) Am Bank (M) Berhad;
(iii) CIMB Bank Berhad;
(iv) HSBC Bank Malaysia Berhad;
(v) Malayan Banking Berhad;
(vi) Public Bank Berhad;
(vii) RHB Bank Berhad; or
(viii) Standard Chartered Bank Malaysia 8erhad (at selected branches only).
Note:
Applicants of the Offer Units should take note that the word "share" or "shares"
appearing on the A TM screen should be taken to represent "Unit(s)" in the application
process.

F-6
5.3 Terms and Conditions of Electronic Applications

The procedures for Electronic Applications at ATMs of the Participating Financial


Institutions are set out on the ATM screens of the relevant Participating Financial
Institutions ("Steps"), similar to the steps set out in "Steps for Electronic Applications
through a Participating Financial Institution's ATM" in Section 5.1 of Appendix F of
this Prospectus. The Steps set out the actions that the applicant must take at the ATM to
complete an Electronic Application. Please read carefully the terms of this Prospectus,
the Steps and the terms and conditions for Electronic Applications set out below before
making an Electronic Application.
An applicant must have a CDS account to be eligible to use the Electronic
Application. The CDS account must be in the applicant's own name. Invalid,
nominee or third party CDS accounts will not be accepted.
Upon the completion of his ElectroniC Application transaction at the ATM, an applicant
will receive a computer-generated transaction slip ("Transaction Record"), confirming
the details of his Electronic Application. The Transaction Record is only a record of the
completed transaction at the ATM and not a record of the receipt of the Electronic
Application or any data relating to such an Electronic Application by the Manager or the
Issuing House. The Transaction Record is for the applicant's records and should not be
submitted with any Application Form.
Upon the closing of the Retail Offering on [e] 2017 at 5.00 p.m. ("Closing Date and
Time"), the Participating Financial Institutions shall submit a magnetic tape containing
their respective customers' applications for the Offer Units to the Issuing House as soon
as practicable but not later than 12.00 p.m. of the second business day after the Closing
Date and Time.
An applicant will be allowed to make only one (1) application and shall not make any
other application for the Offer Units under the Retail Offering to the Malaysian Public,
whether at the ATMs of any Participating Financial Institution or using Internet
Application or using the WHITE Application Form.
AN APPLICANT MUST ENSURE THAT HE USES HIS OWN CDS ACCOUNT
NUMBER WHEN MAKING AN ELECTRONIC APPLICATION. IF AN APPLICANT
OPERATES A JOINT ACCOUNT WITH ANY PARTICIPATING FINANCIAL
INSTITUTION, HE MUST ENSURE THAT HE ENTER HIS OWN CDS ACCOUNT
NUMBER WHEN USING AN ATM CARD ISSUED TO HIM IN HIS OWN NAME. AN
APPLICANT'S APPLICATION WILL BE REJECTED IF HE FAIL TO COMPLY WITH
THE ABOVE.
The Electronic Application shall be made on, and subject to, the above terms and
conditions as well as the terms and conditions appearing below:
(i) The Electronic Application shall be made in relation to and subject to the terms
of this Prospectus and the Deed.
(ii) The applicant is required to confirm the following statements (by pressing
predeSignated keys (or buttons) on the ATM keyboard) and undertake that the
following information given are true and correct:
(a) He has attained 18 years of age as at the Closing Date and Time;
(b) He is a Malaysian citizen residing in Malaysia;
(c) He has have read this Prospectus and understood and agreed with the
terms and conditions of the application;
(d) This is the only application that he is submitting; and
(e) He hereby give consent to the PartiCipating Financial Institution and
Bursa Depository to disclose information pertaining to himself and his
account with the Participating Financial Institution and Bursa Depository
to the Issuing House and any other relevant authorities.

F-7
The application will not be successfully completed and cannot be recorded as a
completed transaction at the ATM unless the applicant completes all the steps
required by the Participating Financial Institutions. By doing so, the applicant
shall be deemed to have confirmed each of the above statements as well as
giving consent in accordance with the relevant laws of Malaysia including
Section 133 of the Financial Services Act 2013 and Section 45 of the SICDA to
the disclosure by the relevant Participating Financial Institutions or Bursa
Depository, as the case may be, of any of his particulars to the Issuing House, or
any relevant regulatory bodies.
(iii) The applicant confirms that he is not applying for the Offer Units as a
nominee of any other person and that the Electronic Application that he
makes is made by him as the beneficial owner. An applicant shall only
make one Electronic Application and shall not make any other application
for the Offer Units under the Retail Offering to Malaysian Public, whether at
the ATMs of any Participating Financial Institution or using Internet
Application or on any prescribed Application Forms.
(iv) An applicant must have sufficient funds in his account with the relevant
Participating Financial Institution at the time the Electronic Application is made,
failing which the Electronic Application will not be completed. Any Electronic
Application, which does not strictly conform to the instructions set out on the
screens of the ATM through which the Electronic Application is being made, will
be rejected.
(v) The applicant agrees and undertakes to purchase and to accept the number of
Offer Units applied for as stated on the Transaction Record or any lesser
number of Offer Units that may be allotted to him in respect of the Electronic
Application. If the Manager decides to allot or allocate a lesser number of such
Offer Units or not to allot or allocate any Offer Units to the applicant, he agrees
to accept any such decision as final. If the applicant's Electronic Application is
successful, his confirmation (by his action of pressing the predesignated keys (or
buttons) on the ATM keyboard) of the number of Offer Units applied for shall
signify, and shall be treated as, his acceptance of the number of Offer Units that
may be allotted to him and to be bound by the Deed.
(vi) The Issuing House, on the authority of the Manager, reserves the right not to
accept any Electronic Application or accept any Electronic Application in whole
or in part only without assigning any reason therefor. Due consideration will be
given to the desirability of allotting the Offer Units to a reasonable number of
applicants with a view to establishing a liquid and adequate market for the Units.
(vii) Where an Electronic Application is unsuccessful or successful in part only, the
relevant Participating Financial Institution will be informed of the unsuccessful or
partially successful applications. If the applicant's Electronic Application is
unsuccessful, the relevant Participating Financial Institution will credit the full
amount of the application monies (without interest or any share of revenue or
benefit arising therefrom) into his account with that Participating Financial
Institution within 2 Market Days after the receipt of confirmation from the Issuing
House. The Issuing House shall inform the Participating Financial Institutions of
the unsuccessful or partially successful applications within 2 Market Days after
th
the balloting date. An applicant may check his account on the 5 Market Day
from the balloting date.
If an applicant's Electronic Application is accepted in part only, the relevant
Participating Financial Institution will credit the balance of the application monies
(without interest or any share of revenue or benefit arising therefrom) into his
account with the Participating Financial Institution within 2 Market Days after the
receipt of confirmation from the Issuing House. A number of applications will,
however, be held in reserve to replace any successfully balloted applications,
which are subsequently rejected. For such applications, which are subsequently
rejected, the application monies (without interest or any share of revenue or
benefit arising therefrom) will be refunded to applicants by the Issuing House by
crediting into his account with the Participating Financial Institution no later than
10 Market Days from the balloting date.

F-8
Should an applicant encounter any problems in his application, he may refer to
the Participating Financial Institutions.
(viii) An applicant request and authorise us:
(a) to credit the Offer Units allotted to him into his CDS account; and
(b) to issue unit certificate(s) representing such Offer Units allotted in the
name of Bursa Malaysia Depository Nominees Sdn Bhd and send the
same to Bursa Depository.

(ix) The applicant acknowledges that his Electronic Application is subject to the risks
of electrical, electronic, technical, transmission, communication and computer-
related faults and breakdowns, fires and other events beyond our control, the
Issuing House, Bursa Depository or the Participating Financial Institution and
irrevocably agree that if:
(a) the Manager or the Issuing House does not receive his Electronic
Application; and

(b) the data relating to his Electronic Application is wholly or partially lost,
corrupted or inaccessible, or not transmitted or communicated to the
Manager or Issuing House,

he shall be deemed not to have made an Electronic Application and shall not
make any claim whatsoever against the Manager, Issuing House or the
Participating Financial Institution for the Offer Units applied for or for any
compensation, loss or damage.
(x) All of an applicant's particulars in the records of the relevant Participating
Financial Institution at the time of making the Electronic Application shall be
deemed to be true and correct, and the Manager, Issuing House and the
relevant Participating Financial Institution shall be entitled to rely on the accuracy
thereof.
(xi) The applicant shall ensure that his personal particulars as recorded by both
Bursa Depository and the relevant Participating Financial Institution are correct
and identical. Otherwise, his Electronic Application is liable to be rejected. the
applicant must inform Bursa Depository promptly of any change in address,
failing which the notification letter of successful allotment will be sent to his
registered address last maintained with Bursa Depository.
(xii) By making and completing an Electronic Application, the applicant agrees that:
(a) in consideration of the Manager agreeing to allow and accept the
making of any application for shares via the Electronic Application facility
established by the Participating Financial Institutions at their respective
ATMs, his Electronic Application is irrevocable;
(b) the Manager, the Participating Financial Institutions, Bursa Depository
and the Issuing House shall not be liable for any delays, failures or
inaccuracies in the processing of data relating to his Electronic
Application due to a breakdown or failure of transmission or
communication facilities or to any cause beyond our/their control;
(c) notwithstanding the receipt of any payment by or on behalf of the
Manager, the acceptance of his offer to subscribe for and purchase the
Offer Units for which the Electronic Application has been successfully
completed shall be constituted by the issue of notices of allotment in
respect of the said Offer Units;
(d) he irrevocably authorise Bursa Depository to complete and sign on his
behalf as transferee or renouncee any instrument of transfer and/or other
documents required for the issue or transfer of the Offer Units allocated
to him; and
(e) he agrees that in relation to any legal action, proceedings or disputes
arising out of or in relation to the contract between the parties and/or the

F-9
Electronic Application and/or any terms here, all rights, obligations and
liabilities of the parties to the Retail Offering shall be construed and
determined in accordance with the laws of Malaysia and with all
directives, rules, regulations and notices from regulatory bodies of
Malaysia and that he irrevocably submits to the jurisdiction of the Courts
of Malaysia.
(xiii) If an applicant is successful in his application, the Manager reserves the right to
require him to appear in person at the registered office of the Issuing House
within 14 days of the date of the notice issued to him to find out if his application
is genuine and valid. The Manager shall not be responsible for any loss or non-
receipt of the said notice nor shall they be accountable for any expenses
incurred or to be incurred by the applicant for the purpose of complying with this
provision.
(xiv) The Issuing House, on the authority of the Manager reserves the right to reject
applications which do not conform to these instructions.

6. Procedures for application by way of Internet Applications

Only Malaysian individuals may use the Internet Application to apply for the Offer Units made
available to the Malaysian Public.
Please read carefully and follow the terms of this Prospectus, the procedures, terms and
conditions for Internet Application and the procedures set out on the internet financial services
website of the Internet Participating Financial Institution before making an Internet Application.
Internet Participating Financial Institution

Internet Applications may be made through an internet financial services website of the following
Internet Participating Financial Institutions:
(i) Affin Bank Berhad;
(ii) Affin Hwang Investment Bank Berhad;
(iii) CIMB Bank Berhad;
(iv) CIMB Investment Bank Berhad;
(v) Malayan Banking Berhad;
(vi) Public Bank Berhad; or
(vii) RHB Bank Berhad.
Step 1: Set up of account
Before making an application by way of Internet Application, an applicant must have all of the
following:
(i) an existing account with access to internet financial services with:
(a) Affin Bank Berhad at www.affinOnline.com (via hyperlink to Bursa Securities'
website at www.bursamalaysia.com); or
(b) Affin Hwang Investment Bank Berhad at trade,affinhwang.com (via hyperlink to
Bursa Securities' website at www.bursamalaysia.com); or
(c) CIIVIB Bank Berhad at www.cimbclicks.com.my (via hyperlink to Bursa
Securities' website at www.bursamalaysia.com); or
(d) CIIVIB Investment Bank Berhad at www.ejpocimb.com; or
(e) Malayan Banking Berhad at www.maybank2u.com.my (via hyperlink to Bursa
Securities' website at www.bursamalaysia.com); or
(f) Public Bank Berhad at www.pbebank.com (via hyperlink to Bursa Securities'
website at www.bursamalaysia.com); or
(g) RHB Bank Berhad at www.rhbgroup.com (via hyperlink to Bursa Securities'
website at www.bursamalaysia.com).

F - 10
The applicant needs to have his user identification and PIN/password for the internet
financial services facility; and
(ii) an individual CDS account registered in the applicant's name (and not in a nominee's
name) and in the case of a joint account an individual CDS account registered in the
applicant's name which is to be used for the purpose of the application if the applicant is
making the application instead of a CDS account registered in the joint account holder's
name.
Step 2: Read this Prospectus

An applicant is advised to read and understand this Prospectus before making his application.

Step 3: Apply through internet

The following steps for an application of the Offer Units via Internet Application have been
set out for illustration purposes only.
PLEASE NOTE THAT THE ACTUAL STEPS FOR INTERNET APPLICATIONS CONTAINED
IN THE INTERNET FINANCIAL SERVICES WEBSITE OF THE INTERNET PARTICIPATING
FINANCIAL INSTITUTION MAY DIFFER FROM THE STEPS OUTLINED BELOW.
(i) Connect to the internet financial services website of the Internet Participating Financial
Institution with which the applicant has an account;
(ii) Log in to the internet financial services facility by entering the applicant's user
identification and PIN/password;
(iii) Navigate to the section of the website on applications in respect of the Offering;
(iv) Select the counter in respect of the Offer Units to launch the Electronic Prospectus and
the terms and conditions of the Internet Application;
(v) Select the designated hyperlink on the screen to accept the abovementioned terms and
conditions, having read and understood such terms and conditions;
(vi) At the next screen, complete the online application form;
(vii) Check that the information contained in the online application form, such as the share
counter, NRIC number, CDS account number, number of Offer Units applied for and the
account number to debit are correct, and select the designated hyperlink on the screen
to confirm and submit the online application form;
(viii) After selecting the designated hyperlink on the screen, the applicant will have to confirm
and undertake that the following mandatory statements are true and correct:
(a) He has attained 18 years of age as at the Closing Date and Time;
(b) He is a Malaysian citizen residing in Malaysia;
(c) He has, prior to making the Internet Application, received and/or have had access
to a printed/electronic copy of this Prospectus, the contents of which he has read
and understood;
(d) He agrees to all the terms and conditions of the Internet Application as set out in
this Prospectus and have carefully considered the risk factors set out in this
Prospectus, in addition to all other information contained in this Prospectus,
before making the Internet Application;
(e) The Internet Application is the only application that he is submitting for the Offer
Units under the offering to the Malaysian Public;
(f) He authorises the financial institution with which he has an account to deduct the
full amount payable for the Offer Units from his account with the said financial
institution ("Authorised Financial Institution ");
(g) He gives express consent in accordance with the relevant laws of Malaysia
(including but not limited to Section 134 of the Financial Services Act 2013 and
Section 45 of the SICDA) to the disclosure by the Internet Participating Financial
Institution, the Authorised Financial Institution and/or Bursa Depository, as the
case may be, of information pertaining to him, the Internet Application made by
him or his account with the Internet Participating Financial Institution, to the

F - 11
Issuing House and the Authorised Financial Institution, the SC and any other
relevant regulatory bodies;
(h) He is not applying for the Offer Units as a nominee of any other person and the
application is made in his own name, as beneficial owner and subject to the risks
referred to in this Prospectus; and
(i) He authorises the Internet Participating Financial Institution to disclose and
transfer to any person, including any government or regulatory authority in any
jurisdiction, Bursa Securities or other relevant parties in connection with the
Retail Offering, all information relating to him if required by any law, regulation,
court order or any government or regulatory authority in any jurisdiction or if such
disclosure and transfer is, in the reasonable opinion of the Internet Participating
Financial Institution, necessary for the provision of the Internet Application
services or if such disclosure is requested or required in connection with the
Retail Offering. Further, the Internet Participating Financial Institution will take
reasonable precautions to preserve the confidentiality of information provided by
him to the Internet PartiCipating Financial Institution in connection with the use of
the Internet Application services;
(ix) Upon submission of the online application form, the applicant be linked to the website of
the Authorised Financial Institution to effect the online payment for his Application;
(x) The applicant must pay for the Offer Units through the website of the Authorised
Financial Institution, failing which the Internet Application is not completed, despite the
display of the Confirmation Screen. "Confirmation Screen" refers to the screen which
appears or is displayed on the internet financial services website, which confirms that the
Internet Application has been completed and states the details of the applicant's Internet
Application, including the number of Offer Units applied for, which can be printed out by
the applicant for record purposes;
(xi) As soon as the transaction is completed, a message from the Authorised Financial
Institution pertaining to the payment status will appear on the screen of the website
through which the online payment for the Offer Units is being made. Subsequently, the
Internet Participating Financial Institution shall confirm that the Internet Application has
been completed, via the Confirmation Screen on its website; and
(xii) The applicant are advised to print out the Confirmation Screen for reference and
retention.
Note:
Applicants of the Offer Units should take note that the word "share" or "shares" appearing on the
Internet financial services website of the Internet Participating Financial Institutions should be
taken to represent "Unit(s)" in the application process.

F - 12
7. Terms and conditions

The terms and conditions outlined below supplement the additional terms and conditions
for Internet Application contained in the internet financial services website of the Internet
Participating Financial Institution. Please refer to the Internet Financial Services website
of the Internet Participating Financial Institution for the exact terms and conditions and
instructions.
(i) An applicant is required to pay the Retail Price of RM[. ] for each Offer Unit applied for..
(ii) An applicant can submit only 1 application for the Offer Units offered to the Malaysian
Public. For example, if he submit an application using a WHITE Application Form, he
cannot submit an Electronic Application or Internet Application.
However, if the applicant has made an application using the PINK Application Form, he
may still apply for the Offer Units offered to the Malaysian Public using the WHITE
Application Form, Electronic Application or Internet Application.
The Issuing House, acting under the authority of the Manager has the discretion to reject
applications that appear to be multiple applications under each category of applicants.
The Manager wishes to caution an applicant that if he submits more than one
application in his own name or by using the name of others, with or without their
consent, he will be committing an offence under Section 179 of the CMSA and may
be punished with a minimum fine of RM1,000,000 and a jail term of up to 10 years
under Section 182 of the CMSA.
(iii) Each application under the PINK and WHITE Application Forms, Electronic Application
and Internet Application must be for at least 100 Offer Units or multiples of 100 Offer
Units.
(iv) Each application must be made in connection with and subject to this Prospectus and
the Deed. The applicant agrees to be bound by the Deed should he be allotted any
Units.
(v) The submission of an application does not necessarily mean that the application will be
successful. Any submission of application is irrevocable.
(vi) The Manager or the Issuing House will not issue any acknowleqgement of the receipt of
the application or application monies.
(vii) An applicant must ensure that his personal particulars submitted in his application and/or
his personal particulars as recorded by the Internet Participating Financial Institution are
correct and accurate and identical with the records maintained by the Bursa Depository.
Otherwise, his application is liable to be rejected. Bursa Depository will have to be
promptly notified of any change in his address failing which the notification letter of
successful allocation will be sent to his registered/correspondence addresses last
maintained with the Bursa Depository.
(viii) No application shall be deemed to have been accepted by reason of the remittances
having been presented for payment.
The Manager's acceptance of the application to subscribe for or purchase the Offer Units
shall be constituted by the issue of notices of allotment for the Offer Units to the
applicants.
(ix) Submission of an applicant's CDS account number in his application includes his
authority/consent in accordance with Malaysian laws of the right of the Bursa Depository,
the Participating Financial Institution and Internet Participating Financial Institution (as
the case may be) to disclose information pertaining to his CDS account and other
relevant information to us, the Issuing House and any relevant authorities (as the case
may be).

(x) The applicant agrees to accept the Manager's decision as final should the
Manager decide not to allot any Offer Units to him or to allot a lesser number of
Offer Units than the number of Offer Units applied for.

F -13
(xi) Additional terms and conditions for Electronic Application are as follows:
(a) The applicant agrees and undertakes to subscribe for or purchase and to accept
the number of Offer Units applied for as stated in the Transaction Record or any
lesser amount that may be allotted to him.
(b) The applicant's confirmation by pressing the key or button on the ATM shall be
treated as his acceptance of the number of Offer Units allotted to him.
(c) Should the applicant be allotted any Offer Units, he shall be bound by the Deed.
(d) The applicant confirms that he is not applying for Offer Units as a nominee of
other persons and that his Electronic Application is made on his own account as
a beneficial owner.
(e) The applicant request and authorise the Manager to credit the Offer Units
allotted to him into his CDS account and to issue unit certificate(s) representing
those Offer Units allotted in the name of Bursa Malaysia Depository Nominees
Sdn Bhd and send them to the Bursa Depository.
(f) The applicant acknowledges that his application is subject to electrical,
electronic, technical, transmission, communication and computer-related faults
and breakdowns, fires and other events which are not in the control of the
Manager, the Issuing House, the Participating Financial Institution or the Bursa
Depository. The applicant irrevocably agrees that he is deemed not to have
made an application if the Manager or the Issuing House does not receive his
application or his application data is wholly or partially lost, corrupted or
inaccessible to the Manager or the Issuing House. The applicant shall not make
any claim whatsoever against the Manager, the Issuing House, the PartiCipating
Financial Institution or the Bursa Depository.
(g) The applicant irrevocably authorises the Bursa Depository to complete and sign
on his behalf as transferee or renouncee any instrument of transfer and/or other
documents required for the transfer of the Offer Units allotted to him.
(h) The applicant agrees that in the event of legal disputes arising from the use of
Electronic Applications, the mutual rights, obligations and liabilities of the parties
to the Retail Offering shall be determined under the laws of Malaysia and be
bound by decisions of the Courts of Malaysia.
(xii) Additional terms and conditions for Internet Application are as follows:
(a) An application will not be successfully completed and cannot be recorded as a
completed application unless the applicant has completed all relevant application
steps and procedures for the Internet Application which would result in the
internet financial services website displaying the Confirmation Screen. The
applicant is required to complete the Internet Application by the Closing Date
and Time.
(b) The applicant irrevocably agrees and undertakes to subscribe for or purchase
and to accept the number of Offer Units applied for as stated on the
Confirmation Screen or any lesser amount that may be allotted to him. The
applicant's confirmation by clicking the deSignated hyperlink on the relevant
screen of the website shall be treated as his acceptance of the number of Offer
Units allotted to him.
(c) The applicant requests and authorises the Manager to credit the Offer Units
allotted to him into his CDS account and to issue unit certificate(s) representing
those Offer Units allotted in the name of Bursa Malaysia Depository Nominees
Sdn Bhd and send them to the Bursa Depository.
(d) The applicant irrevocably agrees and acknowledges that the Internet Application
is subject to risks of electrical, electronic, technical and computer-related faults
and breakdowns, faults with computer software, problems occurring during data
transmission, computer security threats such as viruses, hackers and crackers,
fires, acts of God and other events beyond the control of the Manager, the
Issuing House, the Internet Participating Financial Institution and/or the
Authorised Financial Institution. If, in any such event, the Manager, the Issuing
House and/or the Internet PartiCipating Financial Institution and/or the

F -14
Authorised Financial Institution do not receive the applicant's Internet Application
and/or payment, or if any data relating to the Internet Application or the tape or
any other devices containing such data is wholly or partially lost, corrupted,
destroyed or otherwise not accessible for any reason, he shall be deemed not to
have made an Internet Application and he shall have no claim whatsoever
against the Manager, the Issuing House or the Internet Participating Financial
Institution and the Authorised Financial Institution.
(e) The applicant irrevocably authorises the Bursa Depository to complete and sign
on his behalf as transferee or renouncee any instrument of transfer and/or other
documents required for the transfer of the Offer Units allotted to him.
(f) The applicant agrees that in the event of legal disputes arising from the use of
Internet Application, the mutual rights, obligations and liabilities of the parties to
the Retail Offering shall be determined under the laws of Malaysia and be bound
by the decisions of the Courts of Malaysia.
(g) The applicant shall hold the Internet Participating Financial Institution harmless
from any damages, claims or losses Whatsoever, as a consequence of or arising
from any rejection of his Internet Application by our Company, the Issuing House
and/or the Internet Participating Financial Institution for reasons of multiple
application, suspected multiple application, inaccurate and/or incomplete details
provided by the applicant, or any other cause beyond the control of the Internet
Participating Financial Institution.
(h) The applicant is not entitled to exercise any remedy of rescission for
misrepresentation at any time after the Manager have accepted his Internet
Application.
(i) In making the Internet Application, the applicant has relied solely on the
information contained in this Prospectus. The Manager, Promoters, and CIMB
and any other person involved in the Retail Offering shall not be liable for any
information not contained in this Prospectus which the applicant may have relied
on in making the Internet Application.

8. Authority of the Manager and the Issuing House

The application will be selected in a manner to be determined by the Manager. Due


consideration will be given to the desirability of allotting the Offer Units to a reasonable number of
applicants with a view to establishing a liquid and adequate market for the Offer Units.

The Issuing House, on the authority of the Manager reserves the right to:
(i) reject applications which do not conform to the instructions in this Prospectus,
Application Forms, Electronic Application and Internet Application (where applicable) or
are illegible, incomplete or inaccurate;
(ii) reject or accept any application, in whole or in part, on a non-discriminatory basis without
aSSigning any reason therefor; and
(iii) bank in all application monies (including those from unsuccessful/partially successful
applicants) which would subsequently be refunded, where applicable (without interest or
any of revenue or benefit arising therefrom), by crediting into an applicant's bank account
for purposes of cash divided/distribution if he has provided such bank account
information to Bursa Depository or by ordinary post/registered post to his last address
maintained with Bursa Depository if he has not provided such bank account information
to Bursa Depository.
If an applicant is successful in his application, the Manager reserves the right to require him to
appear in person at the registered office of the Issuing House within 14 days of the date of the
notice issued to him to find out if his application is genuine and valid. The Manager are not
responsible for any loss or non-receipt of the said notice nor shall they be accountable for any
expenses incurred or to be incurred by him for the purpose of complying with this provision.

F - 15
9. Over/Under-subscription

In the event of over-subscription in the Retail Offering, the Issuing House will conduct a ballot in
the manner approved by the Manager to determine the acceptance of applications in a fair and
equitable manner. In determining the manner of balloting, the lIIIanager will consider the
desirability of distributing the Offer Units to a reasonable number of applicants for the purpose of
broadening the unitholding base of the REIT and establishing a liquid and adequate market in the
trading of the Units.
Pursuant to the Listing Requirements, KIP REIT needs to have a minimum of 25% of the Units
for which Listing is sought to be held by at least 1,000 public shareholders holding not less than
100 Units each upon completion of this Offering and at the time of Listing. The Manager expect
to achieve this at the point of Listing. If the above requirement is not met, the Manager may not
be allowed to proceed with the Listing. In the event thereof, monies paid in respect of all
applications will be returned in full (without interest or any share of revenue or benefit arising
therefrom).
In the event of an under-subscription, subject to the clawback and reallocation as set out in
Section 3.4.3 of this Prospectus, all the Offer Units not applied for under the Retail Offering will
be subscribed by the Underwriter pursuant to the Retail Underwriting Agreement.
Where an applicant's successfully balloted application under White Application Form is
subsequently rejected, the full amount of his application monies will be refunded without interest
to him within 10 Market Days from the date of the final ballot of the application list to his address
registered with Bursa Depository.
Where an applicant's successfully balloted application under Electronic Application or Internet
Application is subsequently rejected, the full amount of his application monies will be refunded
without interest to him by crediting into his account with the Participating Financial Institution or
Internet Participating Financial Institution, respectively.
Offer Units under the Malaysian Public portion allotted to all successful or partially successful
applicants will be credited to their respective CDS Accounts. A notice of allotment will be
despatched to the successful or partially successful applicants at the applicant's address last
maintained with Bursa Depository at the applicant's own risk prior to the Listing. This is the only
acknowledgement of acceptance of the application.
All applicants must inform Bursa Depository of their updated addresses promptly by adhering to
the certain rules and regulations of Bursa Depository, failing which the notification letter on
successful allotment shall be sent to the applicants' registered or correspondence addresses last
maintained with Bursa Depository.
10. Unsuccessful/Partially successful applicants

Application monies in respect of the unsuccessful/partially successful applicants will be returned


without interest or any share of revenue or benefit arising therefrom in the following manner.

10.1 For applications by way of Application Forms

(i) The application monies or the balance of it, as the case may be, will be returned
to the applicant via the self-addressed and stamped Official "A" envelope he
provided by ordinary post (for fully unsuccessful applications) or by crediting into
his bank account for purposes of cash dividend/distribution if he has provided
such bank account information to Bursa Depository or by registered post to his
address maintained at Bursa Depository (for partially successful applications)
within 10 Market Days from the date of the final ballot if he has not provided
such bank account information to Bursa Depository.

(ii) If an applicant's application was rejected because he did not provide a CDS
account number, his application monies will be sent to his address as stated in
the NRIC or "Resit Pengenalan Sementara" (KPPK 09) or any valid temporary
identity document issued by the National Registration Department from time to
time at his own risk.

F - 16
(iii) A number of applications will be reserved to replace any balloted applications
which are rejected. The application monies relating to these applications which
were subsequently rejected or unsuccessful or only partly successful will be
refunded (without interest or any unit of revenue or benefit arising therefrom) by
the Issuing House as per item (i) and (ii) above (as the case may be).
(iv) The Issuing House reserves the right to bank in all application monies from
unsuccessful applicants. These monies will be refunded within 10 Market Days
from the date of the final ballot by crediting into the applicant's bank account for
purposes of cash dividend/distribution if he has provided such bank account
information to Bursa Depository or by ordinary/registered post to his address
maintained at Bursa Depository if he has not provided such bank account
information to Bursa Depository or as per item (ij) above (as the case may be).

10.2 For applications by way of Electronic Application

(i) The Issuing House shall inform the Participating Financial Institutions of the
unsuccessful or partially successful applications within 2 Market Days after the
balloting date. The application monies or the balance of it will be credited without
interest or any unit of revenue or benefit arising therefrom into an applicant's
account with the Participating Financial Institution within 2 Market Days after the
receipt of confirmation from the Issuing House.
(ii) An applicant may check his account on the 5th Market Day from the balloting
day.
(iii) A number of applications will be reserved to replace any balloted applications
which are rejected. The application monies relating to these applications which
are subsequently rejected will be refunded (without interest or any unit of
revenue or benefit arising therefrom) by the Issuing House by crediting into an
applicant's account with the Participating Financial Institution not later than 10
Market Days from the balloting date.

10.3 For applications by way of Internet Application

(i) The Issuing House shall inform the Internet Participating Financial Institutions of
the unsuccessful or partially successful applications within 2 Market Days after
the balloting date. The Internet Participating Financial Institution will arrange with
the Authorised Financial Institution to credit the application monies or the
balance of it (without interest or any unit of revenue or benefit arising therefrom)
into an applicant's account with the Authorised Financial Institution within 2
Market Days after the receipt of confirmation from the Issuing House.
(ii) An applicant may check his account on the 5th Market Day from the balloting
day.
(iii) A number of applications will be reserved to replace any balloted applications
which are rejected. The application monies relating to these applications which
are subsequently rejected will be refunded (without interest or any share of
revenue or benefit arising therefrom) by the Issuing House by crediting into an
applicant's account with the Internet Participating Financial Institution not later
than 10 Market Days from the balloting date. For applications that are held in
reserve and are subsequently unsuccessful (or only partly successful), the
Internet PartiCipating Financial Institution will credit the application monies (or
any part thereof) into the applicant's account without interest within two (2)
Market Days after the receipt of confirmation from the Issuing House.

F -17
11. Successful applicants

If an applicant is successful in his application:

(i) The Offer Units allotted to him will be credited into his CDS account. No physical unit
certificates will be issued to him and he shall not be entitled to withdraw any deposited
securities held jointly with Bursa Depository or its nominee as long as the Units are listed
on Bursa Securities.
(ii) A notice of allotment will be despatched to him at the address last maintained with the
Bursa Depository, at his own risk, before the Listing. This is his only acknowledgement of
acceptance of the application.
(iii) If the Final Retail Price is lower than the Retail Price, the difference will be refunded
without any interest thereon. The refund will be credited into the applicant's bank account
for purposes of cash dividend/distribution if he has provided such bank account
information to Bursa Depository or sent by ordinary post to his address last maintained
with Bursa Depository if he has not provided such bank account information to Bursa
Depository for applications made via WHITE Application Form or by crediting into his
account with the Participating Financial Institution for applications made via the
Electronic Application or by crediting into his account with the Internet Participating
Financial Institution for applications made via the Internet Application, within 2 Market
Days after receiving confirmation from the Issuing House.

12. Enquiries

Enquiries in respect of the applications may be directed as follows:

Mode of application Parties to direct the enquiries

Application Forms Issuing House at telephone no. +603 7841 8289

Electronic Participating Financial Institution


Application

Internet Application Internet Participating Financial Institution and Authorised Financial


Institution

An applicant may also check the status of his application by calling his respective ADA at the
telephone number as stated in Section 13 of Appendix F of this Prospectus or the Issuing House
at telephone no. +603 7841 8289 between 5 to 10 Market Days (during office hours only) after
the balloting date.

F - 18
13. LIST OF ADAs

A list of the ADAs and their respective Broker Codes are as follows:

Name Address and telephone number Broker code

KUALA LUIVIPUR

AFFIN HWANG INVESTMENT Mezzanine & 3rd Floor 068-018


BANK BERHAD Chulan Tower
No.3, Jalan Con lay
50450 Kuala Lumpur
Tel. No.: +60321438668

AFFIN HWANG INVESTMENT 38A & 40A 068-021


BANK BERHAD Jalan Midah 1
Taman Midah
56000 Cheras
Kuala Lumpur
Tel. No.: +60391308803

AFFII\I HWANG INVESTMENT 2 nd Floor, Bangunan AHP 068-009


BANK BERHAD No.2, Jalan Tun Mohd Fuad 3
Taman Tun Dr. Ismail
60000 Kuala Lumpur
Tel. No.: +60377106688

ALLIANCE INVESTMENT BANK 1ih Floor, Menara Multi-Purpose 076-001


BERHAD Capital Square
8, Jalan Munshi Abdullah
50100 Kuala Lumpur
Tel. No.: +60326043333
th
AMINVESTMENT BANK BERHAD 15 Floor, Bangunan AmBank Group 086-001
55, Jalan Raja Chulan
50200 Kuala Lumpur
Tel. No.: +60320782788/20362633
nd
BIMB SECURITIES SDN BHD 32 Floor, Menara Multi Purpose 024-001
Capital Square
NO.8 Jalan Munshi Abdullah
50100 Kuala Lumpur
Tel. No.: +6032691 8887

CIMB INVESTMENT BANK Level 17, lVIenara CIIVlB 065-001


BERHAD Jalan Stesen Sentral 2
Kuala Lumpur Sentral
50470 Kuala Lumpur
Tel. No.: +6032261 8888

FA SECURITIES SDN BHD A-10-1 & A-10-17 021-022


Level 10, Menara UOA Bangsar
No.5, Jalan Bangsar Utama 1
59000 Kuala Lumpur
Tel. No.: +60322881676

F - 19
Name Address and telephone number Broker code

KUALA LUMPUR (cont'd)

HONG LEONG INVESTMENT Level 7, Menara HLA 066-001


BANK BERHAD No, 3, Jalan Kia Peng
50450 Kuala Lumpur
Tel. No.: +6032168 1168

HONG LEONG INVESTMENT Level 25 & 26 066-002


BANK BERHAD Menara LGB
No 1, Jalan Wan Kadir
60000 Taman Tun Dr Ismail
Kuala Lumpur
Tel. No.: +60377236300

INTER-PACIFIC SECURITIES West Wing, Level 13 054-001


SDN BHD Berjaya Times Square
No.1, Jalan Imbi
55100 Kuala Lumpur
Tel. No.: +60321171888

INTER-PACIFIC SECURITIES Ground Floor, 7-0-8 Jalan 3/109F 054-003


SDN BHD Danau Business Centre, Danau Desa
58100 Kuala Lumpur
Tel. No.: +603 7984 7796

INTER-PACIFIC SECURITIES No. 33-1 (First Floor) 054-007


SDN BHD Jalan Radin Bagus
Bandar Baru Seri Petaling
57000 Kuala Lumpur
Tel. No.: +60390562921

JUPITER SECURITIES SDN BHD Level 8 & 9, Menara Olympia 055-001


8, Jalan Raja Chulan
50200 Kuala Lumpur
Tel. No.: +60320341888

KAF-SEAGROATT & CAMPBELL 11th_14th Floor, Chulan Tower 053-001


SECURITIES SDN BHD No.3, Jalan Con lay
50450 Kuala Lumpur
Tel. No.: +6032171 0228

KENANGA INVESTMENT BANK Level 8, Kenanga International 073-001


BERHAD Jalan Sultan Ismail
50250 Kuala Lumpur
Tel. No.: +6032164 9080

KENANGA INVESTMENT BANK 1st Floor West Wing 073-021


BERHAD Building ECM Libra
8, Jalan Damansara Endah
Damansara Heights
50490 Kuala Lumpur
Tel. No,: +6032089 2888

KENANGA INVESTMENT BANK 1sl Floor, Wisma Genting 073-029


BERHAD Jalan Sultan Ismail
50250 Kuala Lumpur
Tel. No.: +60321781133

F 20
Name Address and telephone number Broker code

KUALA LUMPUR (cont'd)

KENANGA INVESTMENT BANK M3-A-7 & M3-A-8 073-001


BERHAD Jalan Pandan Indah 4/3A
Pandanlndah
55100 Kuala Lumpur
Tel. No.: +60342978806

M & A SECURITIES SDN BHD Level 1-3, No. 45 & 47 057-002


The Boulevard, Mid Valley City
Ungkaran Syed Putra
59200 Kuala Lumpur
Tel. No.: +603 2282 1820

M & A SECURITIES SDN BHD 22A-1 Jalan Kuchai Maju 1 057-004


Kuchai Enterpreneurs' Park
Off Jalan Kuchai Lama
58200 Kuala Lumpur
Tel. No.: +603 7983 9890

MALACCA SECURITIES SDN 55-1, Jalan Metro Perdana Barat 1 012-009


BHD Taman Usahawan Kepong
52100 Kuala Lumpur
Tel No : 03-62418595

MALACCA SECURITIES SDN No. 76-1, Jalan Wangsa Delima 6 012-012


BHD Pusat Bandar Wangsa Maju (KLSC)
Setapak
53300 Kuala Lumpur
Tel No: 03-41442565

MAYBANK INVESTMENT BANK 5-13 Floor, Maybanlife Tower 098-001


BERHAD Dataran l\IIaybank
No.1, Jalan Maarof
59000 Kuala Lumpur
Tel. No.: +6032297 8888

MERCURY SECURITIES SDN L-7-2, No.2 093-002


BHD Jalan Solaris
Solaris Mont Kiara
50480 Kuala Lumpur
Tel. No.: +60362037227

PUBLIC INVESTMENT BANK 27'h Floor, Public Bank Building 051-001


BERHAD No.6, Jalan Sultan Sulaiman
50000 Kuala Lumpur
Tel. No.: +60322683000

MIDF AMANAH INVESTMENT 9 12'h Floor, Menara MIDF 026-001


BANK BERHAD 82, Jalan Raja Chulan
50200 Kuala Lumpur
Tel. No.: +60321738888

PM SECURITIES SDN BHD Mezzanine & 1st Floor 064-001


Menara PMI
No.2, Jalan Chang kat Ceylon
50200 Kuala Lumpur
Tel. No.: +6032146 3000

F - 21
Name Address and telephone number Broker code

KUALA LUMPUR (cont'd)

RHB INVESTMENT BANK Level 1, Tower 3 087-001


BERHAD RHB Centre, Jalan Tun Razak
50400 Kuala Lumpur
Tel. No.: +60392873888
087-018
RHB INVESTMENT BANK 4th Floor, Plaza OSK
BERHAD Jalan Ampang
50450 Kuala Lumpur
Tel. No.: +60323338333

RHB INVESTMENT BANK No. 62 & 64, Vista Magna 087-028


BERHAD Jalan Prima, Metro Prima
52100 Kuala Lumpur
Tel. No.: +60362575869

RHB INVESTMENT BANK NO.5 & 7 087-054


BERHAD Jalan Pandan Indah 4/33
Pandanlndah
55100 Kuala Lumpur
Tel. No.: +60342804798
s nd rd
RHB INVESTMENT BANK Ground, 1 t, 2 & 3 Floor 087-058
BERHAD No. 55, Zone J4
Jalan Radin Anum
Bandar Baru Seri Petaling
57000 Kuala Lumpur
Tel. No.: +60390587222

TA SECURITIES HOLDINGS Menara TA One 058-003


BERHAD No. 22, Jalan P. Ramlee
50250 Kuala Lumpur
Tel. No.: +6032072 1277

UOB KAY HIAN SECURITIES (M) N-1-3 Plaza Damas 078-004


SDN BHD 60, Jalan Sri Hartamas 1
Sri Hartamas
50480 Kuala Lumpur
Tel. No.: +60362056000

UOB KAY HIAN SECURITIES (M) Ground & 19th Floor 078-010
SDN BHD Menara Keck Seng
203 Jalan Bukit Bintang
55100 Kuala Lumpur
Tel. No.: +6032147 1888

SELANGOR DARUL EHSAN

AFFIN HWANG INVESTMENT 3rd & 4th Floor 068-019


BANK BERHAD Wisma Meru
No.1, Lintang Pekan Baru
Off Jalan Meru
41050 Klang
Selangor Darul Ehsan
Tel. No.: +60333439999

F - 22
Name Address and telephone number Broker code

SELANGORDARULEHSAN
(can t'd)
nd
AFFIN HWANG INVESTMENT Lot 229, 2 Floor, The Curve 068-020
BANK BERHAD No.6, Jalan PJU 7/3
Mutiara Damansara
47800 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +60377298016

AFFIN HWANG INVESTMENT No. 79-1 & 79-2 068-023


BAI\IK BERHAD Jalan Batu Nilam 5
Bandar Bukit Tinggi
41200 Klang
Selangor Darul Ehsan
Tel. No.: +603 3322 1999
th th th
AFFIN HWANG INVESTMENT 16 , 18 _20 Floor, Plaza Masalam 068-002
BANK BERHAD No.2, Jalan Tengku Ampuan
Zabedah
E9/E Section 9
40100 Shah Alam
Selangor Darul Ehsan
Tel. No.: +60355133288

AFFIN HWANG INVESTMENT East Wing & Centre Link 068-010


BANK BERHAD Floor 3A, Wisma Consplant 2
No.7, Jalan SS 16/1
47500 Subang Jaya
Selangor Darul Ehsan
Tel. No.: +60356356688

AMINVESTMENT BANK BERHAD 4th Floor, Plaza Damansara Utama 086-001


No.2, Jalan SS21/60
47400 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +60377106613

CIMB INVESTMENT BANK Level G & Level 1 065-001


BERHAD Tropicana City Office Tower
NO.3 Jalan SS20/27
47400 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +60377173388
th
.IF APEX SECURITIES BERHAD 6 Floor, Menara Apex 079-001
Off Jalan Semenyih, Bukit Mewah
43000 Kajang
Selangor Darul Ehsan
Tel. No.: +603 8736 1118

th
.IF APEX SECURITIES BERHAD 16 Floor 079-002
Menara Choy Fook On
1\10. 1B, Jalan Yong Shook Lin
46050 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +6037620 1118

F - 23
Name Address and telephone number Broker code

SELANGOR DARUL EHSAN


(cont'd)

JF APEX SECURITIES BERHAD Block J-6-3A, Setia Walk 079-004


PSN Wawasan
Pusat Bandar Puchong
47160 Puchong
Selangor Darul Ehsan
Tel. No.: +60358790163
rd
JUPITER SECURITIES SDN BHD No. 42-46, 3 Floor 055-004
Jalan SS19/1 D
47500 Subang Jaya
Selangor Darul Ehsan
Tel. No.: +60356324838
nd
KENANGA INVESTMENT BANK No. 55C, 2 Floor 073-006
BERHAD Jalan USJ 10/1A
47610 UEP Subang Jaya
Selangor Darul Ehsan
Tel. No.: +60380241773
nd
KENANGA INVESTMENT BANK Lot 240, 2 Floor, The Curve 073-016
BERHAD No.6, Jalan PJU 7/3
Mutiara Damansara
47800 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +60377259095

KENANGA INVESTMENT BANK Level 1 East Wing 073-001


BERHAD Wisma Consplant 2
No.7, Jalan SS 16/1
47500 Subang Jaya
Selangor Darul Ehsan
Tel. No.: +6035621 2118
51 nd
KENANGA INVESTMENT BANK 35 (Ground, 1 Floor & 2 Floor) 073-035
BERHAD Jalan Tiara 3
Bandar Baru Klang
41150 Klang
Selangor Darul Ehsan
Tel. No.: +60333488080

MALACCA SECURITIES SDN No. 16, Jalan SS15/4B 012-002


BHD 47650 Subang Jaya
Selangor Darul Ehsan
Tel. No.: +60356361533
51
MALACCA SECURITIES SDN No. 58 & 60, 1 Floor 012-003
BHD Jalan SS2/67
47300 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +6037876 1533

MALACCA SECURITIES SDN No. 39-2, Jalan Temenggung 21/9 012-011


BHD Seksyen 9, Bandar Mahkota Cheras
43200 Cheras
Selangor Darul Ehsan
Tel. No.: +603 9011 5913

F - 24
Name Address and telephone number Broker code

SELANGOR DARUL EHSAN


(cont'd)

MAYBANK INVESTMENT BANK Suite 8.02, Level 8, Menara Trend 098-003


BERHAD Intan Millenium Square
No. 68, Jalan Batai Laut 4
Taman Intan
41300 Klang
Selangor Darul Ehsan
Tel. No.: +60330508888

MAYBANK INVESTMENT BANK Wisma Bentley lVIusic 098-004


BERHAD Level 1, No.3, Jalan PJU 7/2
Mutiara Damansara
47800 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +60377188888

PM SECURITIES SDN BHD No. 157, Jalan Kenari 23/A 064-003


Bandar Puchong Jaya
47100 Puchong
Selangor Darul Ehsan
Tel. No.: +6038070 0773

PM SECURITIES SDN BHD No. 18 & 20, Jalan Tiara 2 064-007


Bandar Baru Klang
41150 Klang
Selangor Darul Ehsan
Tel. No.: +6033341 5300

RHB INVESTMENT BANK 24, 24M, 24A, 26M, 28M, 28A & 30 087-011
BERHAD Jalan SS 2/63
47300 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +60378736366

RHB INVESTMENT BANK No. 37, Jalan Semenyih 087-045


BERHAD 43000 Kajang
Selangor Darul Ehsan
Tel. No.: +60387363378
st
RHB INVESTMENT BANK 1 Floor 087-047
BERHAD 10 & 11 Jalan Maxwell
48000 Rawang
Selangor Darul Ehsan
Tel. No.: +60360928916

RHB INVESTMENT BANK Ground & lVIezzanine Floor 087-048


BERHAD No. 87 & 89, Jalan Susur
Pusat Perniagaan NBC
Batu 1%, Jalan Meru
41050 Klang
Selangor Darul Ehsan
Tel. No.: +603 3343 9180

F - 25
Name Address and telephone number Broker code

SELANGOR DARUL EHSAN


(cani'd)

RHB INVESTMENT BANK Unit 1B, 2B& 3B 087-059


BERHAD Jalan USJ 10/1A
Pusat Perniagaan USJ 10
47610 UEP Subang Jaya
Selangor Darul Ehsan
Tel. No.: +60380221888

SJ SECURITIES SDN BHD Ground Floor, Podium Block 096-001


Wisma Synergy
Lot 72, Persiaran Jubli Perak
Section 22
40200 Shah Alam
Selangor Darul Ehsan
Tel. No.: +603 5192 0202

SJ SECURITIES SDN BHD 101B, Jalan SS15/5A 096-002


47500 Subang Jaya
Selangor Darul Ehsan
Tel. No.: +6035631 7888

SJ SECURITIES SDN BHD No. 47-2 Jalan Batu Nilam 5 096-004


Bandar Bukit Tinggi
41200 Klang
Selangor Darul Ehsan
Tel. No.: +603 3322 1915

SJ SECURITIES SDN BHD No. A-3-11 Block Alamanda 096-005


10 Boulevard Lebuhraya Sprint,
PJU 6A
47400 Petaling Jaya
Selangor Darul Ehsan
Tel No : +60377323862

TA SECURITIES HOLDINGS No. 2-1, 2-2, 2-3 & 4-2 058-005


BERHAD Jalan USJ 9/5T
SubangBusinessCentre
4 7620U EPSubangJaya
SelangorDarul Ehsan
Tel. No.: +60380251880
nd
TA SECURITIES HOLDINGS 2 Floor, Wisma TA 058-007
BERHAD No. 1A, Jalan SS 20/1
Damansara Utama
47400 Petaling Jaya
Selangor Darul Ehsan
Tel. No.: +603 7729 5713

MELAKA

CIMB INVESTMENT BANK Ground, 1st& 2 nd Floor 065-001


BERHAD No. 191, Taman Melaka Raya
Off Jalan Parameswara
75000 Melaka
Tel. No.: +6062898800

F 26
Name Address and telephone number Broker code

MELAKA (cont'd)

KENANGA INVESTMENT BANK 71 (A&B) & 73 (A&B) 073-028


BERHAD Jalan Merdeka
Taman Melaka Raya
75000 Melaka
Tel. No.: +6062881 720

KENANGA INVESTMENT BANK 22A & 22A-1 and 26 & 26-1 073-034
BERHAD Jalan MP 10
Taman Merdeka Permai
75350 Batu Berendam
Melaka
Tel. No.: +6063372 550

MALACCA SECURITIES SDN No.1, 3 & 5, Jalan PPM9 012-001


BHD Plaza Pandan Malim (Business
Park)
Balai Panjang,
75250 Melaka
Tel. No.: +6063371 533

MERCURY SECURITIES SDN 81,81A&81B 093-003


BHD Jalan Merdeka
Taman Melaka Raya
75000 Melaka
Tel. No.: +6062921 898

PM SECURITIES SDN BHD No. 6-1, Jalan Lagenda 2 064-006


Taman 1 Lagenda
75400 Melaka
Tel. No.: +6062880050

RHB INVESTMENT BANK No, 19,21 & 23 087-002


BERHAD Jalan Merdeka
Taman Melaka Raya
75000 Melaka
Tel. No.: +6062833622/2818823

RHB INVESTMENT BANK 579, 580 & 581 087-026


BERHAD Taman Melaka Raya
75000 Melaka
Tel. No.: +6062825211

TA SECURITIES HOLDINGS 59,59A,59B 058-008


BERHAD Jalan Merdeka
Taman Melaka Raya
75000 Melaka
Tel. No.: +6062862618

UOB KAY HIAN SECURITIES (M) 7-2 Jalan PPM8 078-014


SDN BHD Malim Business Park
75250 Melaka
Tel No : +6063352511

F -27
Name Address and telephone number Broker code

PERAK DARUL RIDZUAN

AFFIN HWANG INVESTMENT 21, Jalan Stesen 068-003


BANK BERHAD 34000 Taiping
Perak Darut Ridzuan
Tel. No.: +6058066688
nd rd
AFFIN HWANG INVESTMENT 2 & 3 Floor 068-015
BANK BERHAD No. 22, Persiaran Greentown 1
Greentown Business Centre
30450lpoh
Perak Darul Ridzuan
Tel. No.: +6052559988

CIMB INVESTMENT BANK Ground , 1sl , 2nd and 3rd Floor 065-001
BERHAD No.8,8A-C
Persiaran Greentown 4C
Greentown Business Centre
30450lpoh
Perak Darul Ridzuan
Tel. No.: +605 2088 688

HONG LEONG INVESTMENT 51-53, Persiaran Greenhill 066-003


BANK BERHAD 30450lpoh
Perak Darul Ridzuan
Tel. No.: +6052530888

KENANGA INVESTMENT BANK Ground, 1st, 2 nd & 4th Floor 073-022


BERHAD No. 63 Persiaran Greenhill
30450lpoh
Perak Darul Ridzuan
Tel. No.: +6052422828

KENANGA INVESTIVIENT BANK No. 7B-1, Jalan Laman Intan 073-026


BERHAD Bandar Baru Teluk Intan
36000 Teluk Intan
Perak Darul Ridzuan
Tel. No.: +605 6222 828

KENANGA INVESTMENT BANK Ground Floor 073-031


BERHAD No. 25 & 25A
Jalan Jaya 2, lVIedan Jaya
32000 Sitiawan
Perak Darul Ridzuan
Tel. No.: +605 6939 828

M & A SECURITIES SDN BHD IVI & A Building 057-001


52A, Jalan Sultan Idris Shah
30000lpoh
Perak Darul Ridzuan
Tel. No.: +6052419800
st
MALACCA SECURITIES SDN No.3, 1 Floor 012-013
BHD Persiaran Greenhill
30450lpoh
Perak Darul Ridzuan
Tel. No.: 05-2541 533

F - 28
Name Address and telephone number Broker code

PERAK DARUL RIDZUAN


(cont'd)

MAYBANK INVESTMENT BANK B-G-04 (Ground Floor), Level 1 & 2 098-002


BERHAD No.42 Persiaran Greentown 1
Pusat Perdagangan Greentown
30450lpoh
Perak Darul Ridzuan
Tel. No.: +6052453400

RHB INVESTMENT BANK Ground & 1sl Floor 087-014


BERHAD No. 17, Jalan Intan 2, Bandar Baru
36000 Teluk Intan
Perak Darul Ridzuan
Tel. No.: +6056236498

RHB INVESTIVIENT BANK Ground & 1sl Floor 087-016


BERHAD No. 23 & 25 Jalan Lumut
32000 Sitiawan
Perak Darul Ridzuan
Tel. No.: +6056921 228

RHB INVESTMENT BANK 21-25, Jalan Seenivasagam 087-023


BERHAD Greentown
30450lpoh
Perak Darul Ridzuan
Tel. No.: +6052415100

RHB INVESTMENT BANK Ground Floor, No. 40, 42 & 44 087-034


BERHAD Jalan Berek
34000 Taiping
Perak Darul Ridzuan
Tel. No.: +6058088229

RHB INVESTIVIENT BANK 72, Ground Floor 087-044


BERHAD Jalan Idris
31900 Kampar
Perak Darul Ridzuan
Tel. No.: +6054651 261

RHB INVESTMENT BANK No.1 & 3, 1sl Floor 087-052


BERHAD Jalan Wawasan Satu
Taman Wawasan Jaya
34200 Parit Buntar
Perak Darul Ridzuan
Tel. No.: +6057170888

TA SECURITIES HOLDINGS Ground , 1SI& 2 nd Floor 058-001


BERHAD Plaza Teh Teng Seng
No. 227, Jalan Raja Permaisuri
Bainun
30250lpoh
Perak Darul Ridzuan
Tel. No.: +6052531 313

UOB KAY HIAN SECURITIES (M) 27-1, Jalan Intan 2 078-009


SDN BHD Bandar Baru
36000 Teluk Intan
Perak Darul Ridzuan
Tel. No.: +6056216010

F - 29
Name Address and telephone number Broker code

PERAK DARUL RIDZUAN


(cont'd)

UOB KAY HIAN SECURITIES (M) 153A Jalan Raja Musa Aziz 078-013
SDN BHD 303031poh
Perak Darul Ridzuan
Tel No : +6052411290

PULAU PINANG

ALLIANCE INVESTMENT BANK Ground & Mezzanine Floor 076-015


BERHAD Bangunan Berkath
21 Lebuh Pantai
10300 Pulau Pi nang
Tel. No.: +6042611688
rd
AMINVESTMENT BANK BERHAD 3 Floor, Menara Liang Court 086-001
No. 37, Jalan Sultan Ahmad Shah
10050 Pulau Pinang
Tel. No.: +6042261 818

CIMB INVESTMENT BANK Level 2, Menara BHL 065-001


BERHAD 51, Jalan Sultan Ahmad Shah
10050 Pulau Pinang
Tel. No.: +6042385900

AFFIN HWANG INVESTMENT Level 2, 3, 4. 5, 7 & 8, 068-001


BANK BERHAD Wisma Sri Pinang
60, Green Hall
10200 Pulau Pinang
Tel. No.: +6042636996

AFFIN HWANG INVESTMENT No.2 & 4 068-006


BANK BERHAD Jalan Perda Barat
Bandar Perda
14000 Bukit Mertajam
Pulau Pinang
Tel. No.: +6045372882

INTER-PACIFIC SECURITIES Canton Square 054-002


SDN BHD Level 2 (Unit 1) & Level 3
No 56 Cantontment Road
10250 Penang
Tel. No.: +6042268 288

JF APEX SECURITIES BERHAD 368-2-5 Jalan Burmah 079-005


Belissa Row
10350 Pulau Tikus
Pulau Pinang
Tel No : +604 2289118

JUPITER SECURITIES SDN BHD 20-'1 Persiaran Bayan Indah 055-003


Bayan Bay
Sungai Nibong
11900 Bayan Lepas
Penang
Tel. No.: +6046412881

F - 30
Name Address and telephone number Broker code

PULAU PINANG (cont'd)


th th
KENANGA INVESTMENT BANK th , 8 & 16 Floor 073-023
BERHAO lVIenara Boustead Penang
39, Jalan Sultan Ahmad Shah
10050 Pulau Pinang
Tel. No.: +6042283 355

M & A SECURITIES SON BHO 332H-1 & 332G-2 057-005


Harmony Square, Jalan Perak
11600 Georgetown, Pulau Pinang
Tel. No.: +6042817611

M & A SECURITIES SON BHO 216, 216A, 218 and 218A 057-008
Pengkalan Weld
Lebuh Macallum
10300 Pulau Pinang
Tel. No.: +6042617 611

MALACCA SECURITIES SON No. 39-1, Jalan Lenggong 012-004


BHO Vantage Point
11600 Jelutong
Penang
Tel 1\10 : +604 282 1533

MALACCA SECURITIES SON 48 Jalan Todak 2 012-006


BHO 13700 Seberang Jaya
Pulau Pinang
Tel No : +6043905669
st
MALACCA SECURITIES SON No 17, 1 Floor 012-007
BHO Persia ran Bayan Indah
Taman Bayan Indah
11900 Bayan Lepas
Pulau Pi nang
Tel No : +6046421 533

MALACCA SECURITIES SON No. 9-1-37, Taman Kheng Tian 012-014


BHO Jalan Van Praagh
11600, Jelutong
Penang
Tel. No.: +6042816822

MAYBANK INVESTMENT BANK Lot 1.02, 1st Floor 098-006


BERHAO Bangunan KWSP
Jalan Sulatn Ahmad Shah
10050 Georgetown
Pulau Pinang
Tel. No.: +6042196888
S nd rd
MERCURY SECURITIES SON Ground, 1 \ 2 & 3 Floor 093-001
BHO Wisma UMNO
Lorong Bagan Luar Oua
12000 Butterworth, Seberang Perai
Pulau Pinang
Tel. No.: +6043322123

F - 31
Name Address and telephone number Broker code

PULAU PI NANG (cont'd)


nd
MERCURY SECURITIES SDN 2 Floor, Standard Chartered Bank 093-004
BHD Chambers
2 Lebuh Pantai
10300 Pulau Pinang
Tel. No.: +6042639 118

MERCURY SECURITIES SDN D'Piazza Mall 093-006


BHD 70-1-22 Jalan Mahsuri
11900 Bandar Bayan Baru
Penang
Tel. No.: +6046400822

PM SECURITIES SDN BHD Level 3, Wisma Wang 064-004


251-A, Jalan Burmah
10350, Pulau Pinang
Tel. No.: +6042273000

RHB INVESTMENT BANK Ground, 1st& 2 nd Floor 087-005


BERHAD No. 2677, Jalan Chain Ferry
Taman Inderawasih
13600 Seberang Prai
Pulau Pi nang
Tel. No.: +6043900022

RHB INVESTMENT BANK Ground, 1st & 2 nd Floor 087-015


BERHAD No. 11A, Jalan Keranji
Off Jalan Padang Lallang
14000 Bukit Mertajam
Pulau Pinang
Tel. No.: +6045402888

RHB INVESTMENT BANK 64 & 64-D 087-033


rd
BERHAD Ground - 3 Floor, 5th - 8th Floor
Lebuh Bishop
10200 Pulau Pi nang
Tel. No.: +6042634222
st
RHB INVESTMENT BANK Ground & 1 Floor 087-042
BERHAD No. 15-G-5, 15-G-6, 15-1-5, 15-1-6,
15-2-5, 15-2-6 & 15-2-24
Medan Kampung Relau (Bayan
Point)
11950 Pulau Pinang
Tel. No.: +6046404888

SJ SECURITIES SDN BHD 12th Floor, Office Tower 096-003


Hotel Royal Penang
No. 3 Jalan Larut
10050 Georgetown
Pulau Pinang
Tel. No.: +6042289836
rd
TA SECURITIES HOLDINGS 3 Floor, Bangunan Heng Guan 058-010
BERHAD No 171, Jalan Burmah
10050 Pulau Pinang
Tel No: +6042272339

F 32
Name Address and telephone number Broker code
PULAU PINANG (cont'd)
sI
UOB KAY HIAN SECURITIES (M) 1 FIoor 078-002
SDN BHD Bangunan Heng Guan
171 Jalan Burmah
10050 Pulau Pinang
Tel. No.: +6042299318
st
UOB KAY HIAN SECURITIES (M) Ground & 1 Floor 078-003
SDN BHD No.2, Jalan Perniagaan 2
Pusat Perniagaan Alma
14000 Bukit Mertajam
Pulau Pinang
Tel. No.: +6045541 388

KEDAH DARUL AI\IIAN


nd
ALLIANCE INVESTMENT BANK Lot T-30, 2 Floor, Wisma PKNK 076-004
BERHAD Jalan Sultan Badlishah
05000 Alor Setar
Kedah Darul Aman
Tel. No.: +6047317088

AFFIN HWANG INVESTMENT No. 70 A, B, C, Jalan Mawar 1 068-011


BANK BERHAD Taman Pekan Baru
08000 Sungai Petani
Kedah Darul Aman
Tel. No.: +6044256666

RHB INVESTMENT BANK No. 112, Jalan Pengkalan 087-017


BERHAD Taman Pekan Baru
08000 Sungai Petani
Kedah Darul Aman
Tel. No.: +6044204888

RHB INVESTMENT BANK 35, Ground Floor 087-019


BERHAD Jalan Suria 1, Jalan Bayu
09000 Kulim
Kedah Darul Aman
Tel. No.: +6044964888

RHB INVESTMENT BANK Ground & 1sl Floor 087-021


BERHAD 214-A, 214-B, 215-A & 215-B
Medan Putra, Jalan Putra
05150 Alor Setar
Kedah Darul Aman
Tel. No.: +6047209888

UOB KAY HIAN SECURITIES (M) Lot 4,5 & 5A 078-007


51
SDN BHD 1 Floor EMUM 55
No. 55, Jalan Gangsa
Kawasan Perusahan Mergong 2
Seberang Jalan Putra
05150 Alor Setar
Kedah Darul Aman
Tel. No.: +6047322 111

F - 33
Name Address and telephone number Broker code

NEGERI SEMBILAN DARUL


KHUSUS
st
AFFIN HWANG INVESTMENT 1 Floor 068-007
BANK BERHAD 105, 107 & 109, Jalan Yam Tuan
70000 Seremban
Negeri Sembi Ian Darul Khusus
Tel. No.: +6067612288

AFFIN HWANG INVESTMENT No.6, Upper Level 068-013


BANK BERHAD Jalan Mahligai
72100 Bahau
Negeri Sembilan Darul Khusus
Tel. No.: +6064553188

KENANGA INVESTMENT BANK 1C-1 & 1D-1, Ground & First Floor 073-033
BERHAD Jalan Tunku Munawir
70000 Seremban
Negeri Sembilan
Tel. No.: +606 7655 998

MAYBANK INVESTMENT BANK Wisma HM 098-005


BERHAD No. 43, Jalan Dr Krishnan
70000 Seremban
Negeri Sembilan
Tel No : +6067669555
s nd m
PM SECURITIES SDN BHD 1 " 2 & 3 Floor 064-002
19-21, Jalan Kong Sang
70000 Seremban
Negeri Sembilan Darul Khusus
Tel. No.: +6067623131
st nd
RHB INVESTMENT BANK Ground, 1 & 2 Floor 087-024
BERHAD No. 32 &33, Jalan Dato' Bandar
Tunggal
70000 Seremban
Negeri Sembilan Darul Khusus
Tel. No.: +6067641 641

RHB INVESTMENT BANK Ground & Mezzanine Floor 087-046


BERHAD No. 346 & 347, Batu %, Jalan
Pantai
71000 Port Dickson
Negeri Sembilan Darul Khusus
Tel. No.: +6066461 234

JOHOR DARUL TAKZIM

AFFIN HWANG INVESTMENT Level 7, Johor Bahru City Square 068-004


BANK BERHAD (Office Tower)
106-108, Jalan Wong Ah Fook
80000 Johor Bahru
Johor Darul Takzim
Tel. No.: +6072222692

F 34
Name Address and telephone number Broker code

JOHOR DARUL TAKZIM (cont'd)

ALLIANCE INVESTMENT BANK No. 73, Ground & 151 Floor 076-006
BERHAD Jalan Rambutan
86000 Kluang
Johor Darul Takzim
Tel. No.: +6077717922
rd
AMINVESTMENT BANK BERHAD 3 Floor, Penggaram Complex 086-001
1, Jalan Abdul Rahman
83000 Batu Pahat
Johor Darul Takzim
Tel. No.: +6074342282
lh
AMINVESTMENT BANK BERHAD 18 Floor, Selesa Tower 086-001
Jalan Dato' Abdullah Tahir
80300 Johor Bahru
Johor Darul Takzim
Tel. No.: +607 3343 855

CIMB INVESTMENT BANK No. 73, Ground Floor 065-001


BERHAD No. 73A & 79A, First Floor
Jalan Kuning Dua
80400 Johor Bahru
Johor Darul Takzim
Tel. No.: +6073405888

INTER-PACIFIC SECURITIES 95, Jalan Tun Abdul Razak 054-004


SDN BHD 80000 Johor Bahru
Johor Darul Takzim
Tel. No.: +607 2231 211

JUPITER SECURITIES SDN BHD 30-1 Jalan Molek 1/10 055-002


Taman Molek
81100 Johor Bahru
Johor Darul Takzim
Tel. No.: +6073538878

KENANGA INVESTMENT BANK Level 2, Menara Pelangi 073-004


BERHAD Jalan Kuning, Taman Pelangi
80400 Johor Bahru
Johor Darul Takzim
Tel. No.: +6073333600

KENANGA INVESTMENT BANK Ground & Mezzanine Floor 073-009


BERHAD No. 34 Jalan Genuang
85000 Segamat
Johor Darul Takzim
Tel. No.: +607 9333 515

KENANGA INVESTMENT BANK No. 33 & 35 (A&B) 073-010


BERHAD Ground Floor
Jalan Syed Abdul Hamid Sagaff
86000 Kluang
Johor Darul Takzim
Tel. No.: +6077771 161

F - 35
Name Address and telephone number Broker code

JOHOR DARUL T AKZIM (cont'd)

KENANGA INVESTMENT BANK Ground Floor 073-001


BERHAD No.4, Jalan Dataran 1
Taman Bandar Tangkak
84900 Tangkak
Johor Darul Takzim
Tel. No.: +6069782292

KENANGA INVESTMENT BANK No. 24, 24A & 24B 073-001


BERHAO Jalan Penjaja 3
Kim Park Centre
Batu Pahat, 83000
Johor Darul Takzim
Tel. No.: +6074326 963

KENANGA INVESTMENT BANK Suite 16-02, 16-03, 16-03A 073-019


BERHAO Level 16 Menara MSC Cyberport
NO.5 Jalan Bukit Meldrum
80300 Johor Bahru
Johor Darul Takzim
Tel. No.: +6072237423

KENANGA INVESTMENT BANK No. 57, 59 & 61, Jalan Ali 073-024
BERHAD 84000 Muar
Johor Darul Takzim
Tel. No.: +6069531 222

KENANGA INVESTMENT BANK Ground Floor 073-001


BERHAO No. 234, Jalan Besar
Taman Semberong Baru
83700 Yong Peng
Johor Oarul Takzim
Tel. No.: +607 4678 885

M & A SECURITIES SON BHD Suite 5.3A, Level 5 Menara Pelangi 057-003
Jalan Kuning, Taman Pelangi
80400 Johor Bahru
Johor Oarul Takzim
Tel. No.: +6073381 233

M & A SECURITIES SON BHO No. 27, 27A & 27B 057-007
Jalan Molek 3/10, Taman Molek
81100 Johor Bahru
Johor Oarul Takzim
Tel. No.: +6073351 988

MALACCA SECURITIES SON 74 Jalan Serampang 012-005


BHO Taman Pelangi
80400 Johor Bahru
Johor Darul Takzim
Tel. No.: +6073351 533

MALACCA SECURITIES SDN 1735-B Jalan Sri Putri 4 012-010


BHO Taman Putri Kulai
81000, Kulaijaya
Johor Darul Takzim
Tel. No.: +6076638877

F - 36
Name Address and telephone number Broker code

JOHOR DARUL TAKZIM (cont'd)

MALACCA SECURITIES SDN Lot 880, Batu 3% 012-015


BHD Jalan Salleh
84000, Muar
Johor Darul Takzim
Tel. No.: +6069536948

MERCURY SECURITIES SDN Suite 17.1, Level 17, Menara 093-005


BHD Pelangi
Jalan Kuning, Taman Pelangi
80400 Johor Bahru
Johor Darul Takzim
Tel. No.: +6073316992

PM SECURITIES SDN BHD Ground & 1st Floor 064-008


No. 43 & 43A, Jalan Penjaja 3
Taman Kim's Park, Business Centre
83000 Batu Pahat
Johor Darul Takzim
Tel. No.: +6074333608
1h
RHB INVESTMENT BANK 6 Floor, Wisma Tiong-Hua 087-006
BERHAD 8, Jalan Keris, Taman Sri Tebrau
80050 Johor Bahru
Johor Darul Takzim
Tel. No.: +6072788821

RHB INVESTMENT BANK 53, 53-A & 53-B, Jalan Sultanah 087-009
BERHAD 83000 Batu Pahat
Johor Darul Takzim
Tel. No.: +6074380288
51 nd
RHB INVESTMENT BANK No. 33-1, 1 & 2 Floor 087-025
BERHAD Jalan Ali
84000 Muar
Johor Darul Takzim
Tel. No.: +6069538262
51
RHB INVESTMENT BANK Ground & 1 Floor 087-029
BERHAD No. 119 & 121
Jalan Sutera Tanjung 8/2
Taman Sutera Utama
81300 Skudai
Johor Darul Takzim
Tel. No.: +6075577 628
51 nd
RHB INVESTMENT BANK Ground, 1 & 2 Floor 087-030
BERHAD No.3, Jalan Susur Utama 2/1
Taman Utama
85000 Segamat
Johor Darul Takzim
Tel. No.: +6079321 543

RHB INVESTMENT BAI\lK Ground & 1st Floor 087-031


BERHAD No. 40, Jalan Haji Manan
86000 Kluang
Johor Darul Takzim
Tel. No.: +6077769655

F - 37
Name Address and telephone number Broker code

JOHOR DARUL TAKZIM (cont'd)

RHB INVESTMENT BANK Ground, 1st& 2nd Floor 087-035


BERHAD No. 10, Jalan Anggerik 1
Taman Kulai Utama
81000 Kulai
Johor Darul Takzim
Tel. No.: +6076626288

RHB INVESTMENT BANK Ground, 1Sl& 2 nd Floor 087-038


BERHAD No. 343, Jalan Muar
84900 Tangkak
Johor Darul Takzim
Tel. No.: +6069787 180

RHB INVESTMENT BANK No.2, 1sl Floor 087-039


BERHAD Jalan Makmur
Taman Sri Aman
85300 Labis
Johor Darul Takzim
Tel. No.: +6079256 881

RHB INVESTMENT BANK Ground 1SI& 2nd Floor 087-043


BERHAD Nos. 21 and 23
Jalan Molek 1/30
Taman Molek
81100 Johor Bahru
Johor Darul Takzim
Tel. No.: +607 3522 293

TA SECURITIES HOLDINGS 7A Jalan Genuang Perdana 058-009


BERHAD Taman Genuang Perdana
85000 Segamat
Johor Darul Takzim
Tel. No.: +607 9435 278

TA SECURITIES HOLDINGS 15, Jalan Molek 1/5A 058-011


BERHAD Taman Molek
81100 Johor Bahru
Tel. No.: +607 3647388

UOB KAY HIAN SECURITIES (M) Level 6 & 7, Menara MSC Cyberport 078-001
SDN BHD No.5, Jalan Bukit Meldrum
80300 Johor Bahru
Johor Darul Takzim
Tel. No.: +6073332000

UOB KAY HIAN SECURITIES (M) 42-8, Main Road 078-005


SDN BHD Kulai Besar
81000 Kulai
Johor Darul Takzim
Tel. No.: +6076635651

UOB KAY HIAN SECURITIES (M) No. 70 078-006


SDN BHD Jalan Rosmerah 2/17
Taman Johor Jaya
81100 Johor Bahru
Johor Darul Takzim
Tel. No.: +6073513218

F 38
Name Address and telephone number Broker code

JOHOR DARUL TAKZIM (cont'd)

UOB KAY HIAN SECURITIES (M) No. 171 (Ground Floor) 078-008
SDN BHD Jalan Bestari 1/5
Taman Nusa Bestari
81300 Skudai
Johor Darul Takzim
Tel. No.: +6075121 633

PAHANG DARUL MAKMUR

ALLIANCE INVESTMENT BANK Ground, Mezzanine and 1st Floor 076-002


BERHAD B400, Jalan Beserah
25300 Kuantan
Pahang Darul Makmur
Tel. No.: +609 5660 800
51 nd
CIMB INVESTMENT BANK Ground , 1 & 2 Floor 065-001
BERHAD No. A-27
Jalan Dato' Lim Hoe Lek
25200 Kuantan
Pahang Darul Makmur
Tel. No.: +609 5057 800
nd
JUPITER SECURITIES SDN BHD 2 Floor, Lot No. 25 055-005
Jalan Chui Yin
28700 Bentong
Pahang Darul Makmur
Tel. No.: +6092234136

KENANGA INVESTMENT BANK A15, A17 & A19, Ground Floor 073-027
BERHAD Jalan Tun Ismail 2, Sri Dagangan 2
25000 Kuantan
Pahang Darul Makmur
Tel. No.: +609 5171 698

MALACCA SECURITIES SDN P11-3, Jalan Chui Yin 012-008


BHD 28700 Bentong
Pahang Darul Makmur
Tel No: +6092220993

RHB INVESTMENT BANK B32& B34, Lorong Tun Ismail 8 087-007


BERHAD Seri Dagangan II
25000 Kuantan
Pahang Darul Makmur
Tei. No.: +6095173811

RHB INVESTMENT BANK Ground & 1stFloor 087-022


BERHAD 98 Jalan Pasdec
28700 Bentong
Pahang Darul Makmur
Tel. No.: +6092234 943

RHB INVESTMENT BANK Ground Floor & 1sl Floor 087-041


BERHAD No. 76-A, Persia ran Camelia 4
Tanah Rata
39000 Cameron Highlands
Pahang Darul Makmur
Tel. No.: +6054914913

F - 39
Name Address and telephone number Broker code

KELANTAN DARUL NAIM

RHB INVESTMENT BANK Ground & 1sl Floor 087-020


BERHAD No. 3953-H, Jalan Kebun Sultan
15350 Kota Bharu
Kelantan Darul Naim
Tel. No.: +6097430077

TA SECURITIES HOLDINGS 298, Jalan Tok Hakim 058-004


BERHAD 15000 Kota Bharu
Kelantan Darul Naim
Tel. No.: +6097432288
s1
UOB KAY HIAN SECURITIES (M) Ground &1 Floor 078-015
SON BHD Lot 712, Sek 9, PT 62
Jalan Tok Hakim
15000 Kota Bharu
Kelantan Darul Naim
Tel No : +6097473906

TERENGGANU DARUL IMAN

ALLIANCE INVESTMENT BANK Ground & Mezzanine Floor 076-009


BERHAD Wisma Kam Choon
101, Jalan Kampung Tiong
20100 Kuala Terengganu
Terengganu Darullman
Tel. No.: +6096317 922

FA SECURITIES SDI\I BHD No. 51 & 51A 021-001


s1
Ground, Mezzanine & 1 Floor
Jalan Tok Lam
20100 Kuala Terengganu
Terengganu Darullman
Tel. No.: +6096238 128

RHB INVESTMENT BANK Ground & 1sl Floor 087-027


BERHAD 9651, Cukai Utama
Jalan Kubang Kurus
24000 Kemaman
Terengganu Darullman
Tel. No.: +6098583 109
s1
RHB INVESTMENT BANK 1 Floor, 59, Jalan Sultan Ismail 087-055
BERHAD 20200 Kuala Terengganu
Terengganu Darullman
Tel. No.: +6096261 816

UOB KAY HIAN SECURITIES (M) 37 -B, 1sl Floor 078-016


SON BHD Jalan Sultan Ismail
20200 Kuala Terengganu
Terengganu Darullman
Tel. No.: +6096224766

F - 40
Name Address and telephone number Broker code

SARAWAK

AFFIN HWANG INVESTMENT Ground Floor & 1st Floor 068-005


BANK BERHAD No.1, Jalan Pending
1st Floor, No.3, Jalan Pending
93450 Kuching
Sarawak
Tel. No.: +6082 341 999

AMINVESTI'v1ENT BANK BERHAD No. 164, 166 & 168 086-001


st
1 FIoor
Jalan Abell
93100 Kuching
Sarawak
Tel. No.: +6082244791
st
AFFIN HWANG INVESTMENT No. 282, 1 Floor 068-016
BANK BERHAD Park City Commercial Centre
Phase 4, Jalan Tun Ahmad Zaidi
97000 Bintulu
Sarawak
Tel. No.: +6086330008

CIMB INVESTMENT BANK Level 1, Wisma STA 065-001


BERHAD 26, Jalan Datuk Abang Abdul Rahim
93450 Kuching
Sarawak
Tel. No.: +6082 358606

CIIVIB INVESTIVIENT BANK No. 6A, Ground Floor 065-001


BERHAD Jalan Bako, Off Brooke Drive
96000 Sibu
Sarawak
Tel. No.: +6084367700

KENANGA INVESTMENT BANK Lot 2465, Jalan Boulevard Utama 073-002


BERHAD Boulevard Commercial Centre
98000 l'v1iri
Sarawak
Tel. No.: +6085435577

KENANGAINVESTMENTBANK Level 2 - 4, Wisma Mahmud 073-003


BERHAD Jalan Sungai Sarawak
93100 Kuching
Sarawak
Tel. No.: +6082338000
st
KENANGA INVESTIVIENT BANK No. 11-12 (Ground & 1 Floor) 073-012
BERHAD Lorong Kampung Datu 3
96000 Sibu
Sarawak
Tel. No.: +6084313855

KENANGAINVESTMENTBANK Ground Floor of Survey Lot No. 073-018


BERHAD 4203
Parkcity Commerce Square
Phase 6, jalan Diwarta
97000 Bintulu
Sarawak
Tel. No.: +6086337588

F - 41
Name Address and telephone number Broker code

SARAWAK (cont'd)

KENANGAINVESTMENTBANK Suites 9 & 10, 3rd Floor,Yung Kong 073-036


BERHAD Abell
Lot 365 Abell Road
93100 Kuching Sarawak
Tel. No.: +6082248877

MERCURY SECURITIES SDN 1sl Floor 093-007


BHD 16, Jalan Getah
96100 Sarikei
Sa rawak
Tel No: +6084659019

RHB INVESTMENT BANK Yung Kong Abell 087-008


BERHAD Units No. 1-10, 2 nd Floor
Lot 365, Section 50, Jalan Abell
93100 Kuching
Sarawak
Tel. No.: +6082250888
nd
RHB INVESTMENT BANK 2 Floor, Lot 1268 & Lot 1269 087-012
BERHAD Centre Point Commercial Centre
Jalan Melayu
98000 Miri
Sarawak
Tel. No.: +6085422788

RHB INVESTMENT BANK 102, Pusat Pedada 087-013


BERHAD Jalan Pedada
96000 Sibu
Sarawak
Tel. No.: +6084 329 100

RHB INVESTMENT BANK Ground Floor & 1st Floor 087-053


BERHAD No. 221, Parkcity Commerce
Square
Phase 111, Jalan Tun Ahmad Zaidi
97000 Bintulu
Sarawak
Tel. No.: +6086 311 770

TA SECURITIES HOLDINGS 12G, H & I 058-002


BERHAD Jalan Kampong Datu
96000 Sibu
Sarawak
Tel. No.: +6084 319 998

UOB KAY HIAN SECURITIES (M) Lot 1265, Level 1 078-017


SDN BHD Centre Point Commercial Centre
Jalan Melayu
98000 Miri
Sarawak
Tel. No.: +6085324128

UOB KAY HIAN SECURITIES (M) Ground & 1st Floor 078-018
SDN BHD No. 16, Lorong Intan 6
96000 Sibu
Sarawak
Tel. No.: +6084252737

F -42
Name Address and telephone number Broker code

SABAH

AFFIN HWANG INVESTMENT Suite 1-9-E1, CPS Tower 068-008


BANK BERHAD Centre Point Sabah
No.1, Jalan Centre Point
88000 Kota Kinabalu
Sabah
Tel. No.: +6088311 688
st nd
CIMB INVESTMENT BANK 1 & 2 Floor 065-001
BERHAD Central Building
No.28, Jalan Sagunting
88000 Kota Kinabalu
Sabah
Tel. No.: +6088 328 878

KENANGAINVESTMENTBANK Level 8, Wisma Great Eastern 073-032


BERHAD 68, Jalan Gaya
88000 Kota Kinabalu
Sabah
Tel. No.: +6088236 188
nd
RHB INVESTMENT BANK 2 Floor, 81 & 83, Jalan Gaya 087-010
BERHAD 88000 Kota Kinabalu
Sabah
Tel. No.: +6088269788

RHB INVESTMENT BANK Ground Floor, Block 2 087-057


BERHAD Lot 4 & Lot 5, Bandarlndah, Mile 4
North Road
91000 Sandakan
Sabah
Tel. No.: +6089229286

UOB KAY HIAN SECURITIES (M) 11, Equity House, Block K 078-011
SDN BHD Sadong Jaya, Karamunsing
88100 Kota Kinabalu
Sabah
Tel. No.: +6088234090

UOB KAY HIAN SECURITIES (M) Lot 177 & 178, Ground Floor 078-012
SDN BHD Block 17, Phase 2, Prima Square
Mile 4, North Road
90000 Sandakan
Sabah
Tel No: +6089218681

F -43

Anda mungkin juga menyukai