FOREIGN EXCHANGE RATES AND EXCHANGE CONTROLS EXCHANGE RATES The by liaoqinmei

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									Appendix A


                           FOREIGN EXCHANGE RATES AND EXCHANGE CONTROLS

EXCHANGE RATES

The table below sets forth, for the periods indicated, certain information concerning the exchange rates between the
Singapore dollar and the US dollar, as quoted by Bloomberg L.P. and rounded to two decimal places.

                                                                     Singapore dollar per US dollar
                                                       At Period
                                                          End        Average              Low               High
2005 . . . . . . . . . . . . . . . .   .............         1.66          1.66                 1.62               1.71
2006 . . . . . . . . . . . . . . . .   .............         1.53          1.59                 1.53               1.66
2007 . . . . . . . . . . . . . . . .   .............         1.44          1.51                 1.44               1.54
2008 . . . . . . . . . . . . . . . .   .............         1.44          1.42                 1.35               1.53
January - March 2009 . . .             .............         1.52          1.51                 1.43               1.56
April 2009 . . . . . . . . . . . .     .............         1.48          1.50                 1.48               1.52
May 2009 . . . . . . . . . . . .       .............         1.45          1.46                 1.44               1.48
June 2009 . . . . . . . . . . . .      .............         1.45          1.45                 1.44               1.46
July 2009 . . . . . . . . . . . .      .............         1.44          1.45                 1.44               1.46
August 2009 . . . . . . . . . .        .............         1.44          1.44                 1.43               1.45
September 2009 . . . . . . . .         .............         1.41          1.42                 1.41               1.44

Source: Bloomberg L.P.

Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities and Futures Act, to the
inclusion of the information extracted from the relevant report issued by it and is therefore not liable for such
information under Sections 253 and 254 of the Securities and Futures Act. While we, the Vendor and the Joint
Bookrunners and Underwriters have taken reasonable actions to ensure that the information from the relevant report
issued by Bloomberg L.P. has been reproduced in its proper form and context, and that the information has been
extracted accurately and fairly from such report, neither we, the Vendor, the Joint Issue Managers, the Joint
Bookrunners and Underwriters nor any other party has conducted an independent review of the information
contained in these reports or verified the accuracy of the contents of the relevant information.

As of the Latest Practicable Date, the closing exchange rate for US$/S$ was US$1.00=S$1.40.

EXCHANGE CONTROLS

The discussion below is not intended to constitute a complete analysis of all exchange control consequences
relating to our operations or business in the five countries which we operate, Singapore, China, Malaysia, Japan and
India. Prospective purchasers of our Shares should consult their own legal advisers concerning the exchange control
consequences of their particular situations. This description is based on laws, regulations and interpretations now in
effect and available as of the date of this offering document. These laws, regulations and interpretations may change
at any time and any change may be retroactive. These laws and regulations are also subject to various
interpretations, and the relevant authorities or the courts can later disagree with the explanations or
conclusions set out below.

Singapore

There are no exchange controls in Singapore.

China

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration
Regulations, as amended in August 2008. Under these regulations, the RMB is only freely convertible for current
account items, including the distribution of dividends, interest payments, trade and service-related foreign
exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of

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Appendix A


investments and investments in securities outside of China, unless the prior approval of SAFE is obtained and/or
prior registration with the SAFE is made.

On August 29, 2008, SAFE promulgated a notice, Circular 142, regulating the conversion by a foreign-invested
company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. The notice
requires that the registered capital of a foreign-invested company settled in Renminbi converted from foreign
currencies may only be used for purposes within the business scope approved by the applicable governmental
authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight
of the flow and use of the registered capital of a foreign-invested company settled in Renminbi converted from
foreign currencies. The use of such Renminbi capital may not be changed without SAFE’s approval, and may not in
any case be used to repay Renminbi loans if the proceeds of such loans have not been used. Violations of Circular
142 will result in severe penalties, such as heavy fines.

The dividends paid by a subsidiary to its overseas shareholder are deemed income of the shareholder and are taxable
in China. Pursuant to the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996),
foreign-invested enterprises in China may purchase or remit foreign currency, may be subject to a cap approved by
the SAFE depending on different current account transactions for settlement of current account transactions
without the approval of the SAFE. Foreign currency transactions under the capital account are still subject to
limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental
authorities.

Malaysia

There are no restrictions on the repatriation of capital, profits, dividends, interest, fees or rental by foreign direct
investors or portfolio investors, subject to applicable reporting requirements and any withholding tax, except that
the prior permission of the Controller of Foreign Exchange of Malaysia is required for any person to make payment
in the currency of the State of Israel or to enter into, effect or complete any transaction with the State of Israel or its
residents, the authorities of the State of Israel, the agencies and instrumentalities of the State of Israel or its residents
or any other entity owned or controlled, directly or indirectly, by the State of Israel or its residents, or any individual
or entity who is listed under the United Nations Security Council Resolution (UNSCR) No. 1333 (2000) and
No. 1267 (1999) relating to Osama bin Laden and The Taliban, and UNSCR 1532 (2004) relating to Liberia.

Japan

Foreign exchange control regulations in Japan are applicable to a real property investment from a non-resident of
Japan into a resident of Japan. However, most of the investments from a non-resident of Japan are subject only to ex
post facto reporting requirements.

India

There are certain restrictions on the conversion of Rupees into foreign currency. The provisions of the Foreign
Exchange Management Act, 1999 of India (as amended) and the applicable rules and regulations framed thereunder
(“FEMA”) regulate transactions involving foreign exchange and provide that certain transactions cannot be carried
out without the general or special permission of the Reserve Bank of India (the “RBI”). The FEMA has eased
restrictions on most current account transactions. However, the RBI continues to exercise significant control over
capital account transactions (i.e. those which alter the assets or liabilities, including contingent liabilities, of
persons).

The RBI has issued regulations under the FEMA to regulate the various kinds of capital account transactions,
including certain aspects of the purchase and issuance of shares of Indian companies. Since the repatriation of
income would fall under current account transactions and not under capital account transactions, such repatriation
would be under the automatic route and not require prior approval of RBI. The RBI has also permitted authorised
dealers to freely allow remittances by Indian resident individuals of up to US$200,000.00 per individual per
financial year, for any permissible current or capital account transactions or a combination of both.

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Appendix A


There is nothing under the foreign exchange control regulations that prevents any share buybacks, subject to
compliance with certain terms and conditions.

FEMA applies only to investments not the payment of dividends on equity shares. However, the FEMA prescribes
that the payment of dividends on preference shares or convertible preference shares issued to a non-resident should
not exceed 300 basis points over the Prime Lending Rate of the State Bank of India prevailing as on the date of the
meeting of the board of directors of the company, in which issue of such dividends is recommended. It may be noted
that the rate of dividend is based on the par value of the preference share and not on the subscription price.




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Appendix B


                                       DESCRIPTION OF OUR SHARES

The following statements are brief summaries of the more important rights and privileges of shareholders conferred
by the laws of Singapore and our Articles of Association. These statements summarize the material provisions of our
Articles of Association but are qualified in their entirety by reference to our Articles of Association and the laws of
Singapore. (See “General and Statutory Information — Documents Available for Inspection.”)

The section below describes, among other things, a summary of the main provisions in our Articles of Association
which relate to our Directors’ borrowing powers and remuneration, Directors’ retirement and restrictions on voting
powers of Directors in interested transactions. It also describes shareholders’ voting rights, restrictions on the
transferability of shareholdings and shareholders’ rights to share in any surplus in the event of liquidation and
provides certain information about our share capital.

Our Shares

Our Articles of Association provide that we may issue shares of different classes with such preferential, deferred,
qualified or other special rights, privileges, conditions or restrictions as our Board of Directors may determine.

As at the Latest Practicable Date, the total issued and paid-up capital of our Company is S$1,000,000,000
comprising 1,000,000,000 Shares. As of the date of this offering document (following the Capitalization), the total
and paid-up capital of our Company is S$4,605,000,000 comprising 3,884,000,000 Shares. All of our Shares are in
registered form. We may, subject to the provisions of the Singapore Companies Act and the rules of the SGX-ST,
purchase our own Shares. However, we may not, except in circumstances permitted by the Singapore Companies
Act, grant any financial assistance for the acquisition or proposed acquisition of our Shares.

New Shares

New Shares may only be issued with the prior approval in a general meeting of our shareholders. Our shareholders
have given our Directors authority to allot and issue shares and/or convertible securities in our Company. Where the
maximum number of Shares to be issued upon conversion is determinable at the time of the issue of such
convertible securities (whether by way of rights, bonus or otherwise) which may be issued at any time and from
time to time thereafter to such persons and on such terms and conditions and for such purposes as the Directors may
in their absolute discretion deem fit provided always that the aggregate number of Shares and/or convertible
securities to be issued shall not exceed 50.00% of the issued share capital of our Company, of which the aggregate
number of Shares and/or convertible securities to be issued other than on a pro rata basis to existing shareholders
shall not exceed 20.00% of the issued share capital of our Company, and provided that the aggregate number of
Shares to be issued on a pro rata basis to existing shareholders of our Company by way of a renounceable issue does
not exceed 100.00% (or such other limit permitted by the SGX-ST from time to time) (the percentage of issued
share capital being based on the issued share capital at the time such authority is given after adjusting for new
Shares arising from the conversion of any convertible securities or employee share options in issue at the time such
authority is given and any subsequent consolidation or subdivision of shares). Unless revoked or varied by us in
general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of
our Company or the expiration of the period within which the next annual general meeting of our Company is
required by law to be held, whichever is the earlier.

Subject to the foregoing, the provisions of the Act and any special rights attached to any class of shares currently
issued, our Directors control the allotment and issue of all new Shares and may impose such rights and restrictions
as they think fit.

Shareholders

Only persons who are registered in our register of shareholders and, in cases in which the person so registered is the
CDP, the persons named as the depositors in the depository register maintained by the CDP for our Shares, are
recognized as shareholders.

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Appendix B


For the purpose of determining the number of votes which a shareholder who is an account-holder directly with the
CDP or a depository agent, or his proxy, may cast at any general meeting on a poll, the reference to Shares held or
represented shall, in relation to Shares of that shareholder, be the number of shares entered against his name in the
register maintained with the CDP 48 hours before the time of the relevant general meetings as supplied by the CDP
to us.

We will not, except as required by law, recognize any equitable, contingent, future or partial interest in any Share or
other rights for any Share other than the absolute right thereto of the registered holder of the Share or of the person
whose name is entered in the depository register for the Share.

We may close the register of shareholders for any time or times if we provide the SGX-ST with at least 10 clear
Market Days’ notice. However, the register may not be closed for more than 30 days in aggregate in any calendar
year. We would typically close the register to determine shareholders’ entitlement to receive dividends and other
distributions.

Transfer of Shares

Our Directors may decline to register any transfer of Shares which are not fully paid or Shares on which we have a
lien. Our Directors may also decline to register any instrument of transfer unless, among other things, it has been
duly stamped and is presented for registration together with the share certificate and such other evidence of title as
they may require. Shares may be transferred by a duly signed instrument of transfer in any form approved by any
stock exchange on which we are listed. There is no restriction on the transfer of fully paid Shares except where
required by law or the listing rules or bye-laws of any stock exchange on which we are listed. A shareholder may
transfer any Shares held through the SGX-ST book entry settlement system by way of a book-entry transfer without
the need for any instrument of transfer.

We will replace lost or destroyed share certificates if we are properly notified and if the applicant pays a fee which
will not exceed S$2.00 and furnishes any evidence and indemnity that our Board of Directors may require.

Voting Rights of Shareholders

Except as otherwise provided in our Articles of Association, two or more shareholders must be present in person or
by proxy to constitute a quorum at any general meeting. Under our Articles of Association:

k         on a show of hands, every shareholder present in person or by proxy shall have one vote (provided that in
          the case of a shareholder who is represented by two proxies, only one of the two proxies as determined by
          that shareholder or, failing such determination, by the chairman of the meeting (or by a person authorised
          by the chairman) in his sole discretion shall be entitled to vote on a show of hands); and

k         on a poll, every shareholder present in person or by proxy shall have one vote for each Share which he
          holds or represents.

A poll may be demanded in certain circumstances, including:

k         by the chairman of the meeting;

k         by not less than five shareholders having the right to vote at the meeting; or

k         by any shareholder present in person or by proxy and representing not less than 10.00% of the total voting
          rights of all shareholders having the right to attend and vote at the meeting.

A poll demanded on the choice of the chairman or on the question of adjournment shall be taken immediately.

A shareholder is entitled to attend, speak and vote at any general meeting.




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Appendix B


Shareholders may exercise their voting rights in person or by proxy. Proxies need not be a shareholder. A person
who holds shares through the SGX-ST book-entry settlement system will only be entitled to vote at a general
meeting as a shareholder if his name appears on the depository register maintained by the CDP 48 hours before the
general meeting.

General Meetings of Shareholders

Subject to the provisions of the Singapore Companies Act and except as otherwise provided in our Articles of
Association, we are required to hold an annual general meeting every year. Our Directors may convene an
extraordinary general meeting whenever it thinks fit and must do so if shareholders representing not less than
10.00% of the total voting rights of all shareholders request in writing that such a meeting be held. In addition, two
or more shareholders holding not less than 10.00% of our issued share capital may call a meeting. Unless otherwise
required by law or by our Articles of Association, voting at general meetings is by ordinary resolution, requiring an
affirmative vote of a simple majority of the votes cast at that meeting. An ordinary resolution suffices, for example,
for the appointment of directors. A special resolution, requiring the affirmative vote of at least 75.00% of the votes
cast at the meeting, is necessary for certain matters under Singapore law, such as the voluntary winding up of our
Company, amendments to our Memorandum and Articles of Association, a change of our corporate name and a
reduction in our share capital.

We must give at least 21 days’ notice in writing for every general meeting convened for the purpose of passing a
special resolution. Ordinary resolutions generally require at least 14 days’ notice in writing. The notice must be
given to every shareholder holding Shares conferring the right to attend and vote at the meeting and must set forth
the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business.

Limitations on Rights to Hold or Exercise Voting Rights Attached to Shares

Singapore law and our Articles of Association do not impose any limitations on the right of non-resident or foreign
shareholders to hold or exercise voting rights attached to our Shares.

Bonus and Rights Issue

Our Board of Directors may, with the approval of our shareholders at a general meeting, capitalize any reserves or
profits (including profit or monies carried and standing to any reserve) and distribute the same as bonus shares
credited as paid-up to our shareholders in proportion to their shareholdings. Our Board of Directors may also issue
rights to take up additional ordinary shares to shareholders in proportion to their shareholdings. Such rights are
subject to any conditions attached to such issue.

Take-overs

The Singapore Companies Act, the Securities and Futures Act and the Singapore Code on Take-overs and Mergers
regulate the acquisition of ordinary shares of public companies and contain certain provisions that may delay, deter
or prevent a future takeover or change in control of our Company. Any person acquiring an interest resulting in
him – either on his own or together with parties acting in concert with him – carrying 30.00% or more of our voting
shares, or, if such person holds, either on his own or together with parties acting in concert with him, between
30.00% and 50.00% (both inclusive) of our voting shares, any acquisition by him (or parties acting in concert with
him) of more than 1.00% of our voting shares in any six-month period, must, except with the consent of the
Securities Industry Council, extend a takeover offer for the remaining voting shares in accordance with the
provisions of the Singapore Code on Take-overs and Mergers.

“Parties acting in concert” comprise individuals or companies who, pursuant to an arrangement or understanding
(whether formal or informal), co-operate, through the acquisition by any of them of shares in a company, to obtain
or consolidate effective control of that company. Certain persons are presumed (unless the presumption is rebutted)
to be acting in concert with each other. They are as follows:

k         a company and its related and associated companies and companies whose associated companies include
          any of these companies;

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Appendix B


k         a company and its directors (including their close relatives, related trusts and companies controlled by any
          of the directors, their close relatives and related trusts);

k         a company and its pension funds and employee share schemes;

k         a person and any investment company, unit trust or other fund whose investment such person manages on
          a discretionary basis;

k         a financial or other professional adviser and its clients in respect of shares held by the adviser and persons
          controlling, controlled by or under the same control as the adviser and all the funds managed by the
          adviser on a discretionary basis, where the shareholdings of the adviser and any of those funds in the client
          total 10.00% or more of the client’s equity share capital;

k         directors of a company (including their close relatives, related trusts and companies controlled by any of
          such directors, their close relatives and related trusts) which is subject to an offer or where the directors
          have reason to believe a bona fide offer for the company may be imminent;

k         partners; and

k         an individual and his close relatives, related trusts, any person who is accustomed to act in accordance
          with his instructions and companies controlled by the individual, his close relatives, his related trusts or
          any person who is accustomed to act in accordance with his instructions.

A mandatory offer for consideration other than cash must, subject to certain exceptions, be accompanied by a cash
alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror within the
six months preceding the acquisition of shares that triggered the mandatory offer obligation.

Under the Singapore Code on Take-overs and Mergers, where effective control of a company is acquired or
consolidated by a person, or persons acting in concert, a general offer to all other shareholders is normally required.
An offeror must treat all shareholders of the same class in an offeree company equally. A fundamental requirement
is that shareholders in the company subject to the takeover offer must be given sufficient information, advice and
time to consider and decide on the offer.

Liquidation or Other Return of Capital

If our Company liquidates or in the event of any other return of capital, the assets of the Company available for
distribution shall be paid out to our shareholders according to their respective rights and interests in our Company
(which would normally be in proportion to their shareholdings for each class of Shares).

Indemnity

As permitted by Singapore law, our Articles of Association provide that, subject to the Singapore Companies Act,
our Directors and officers shall be entitled to be indemnified by us against any liability incurred in defending any
proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer,
director or employee and in which judgment is given in his favor or if the proceedings are otherwise disposed of
without any finding or admission of any material breach of duty on his part or in which he is acquitted or in
connection with any application for relief which is granted to him by the court.

Directors and officers are not entitled to be indemnified by us against any liability which by law would otherwise
attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in
relation to the Company.

Substantial Shareholdings

The Singapore Companies Act and the Securities and Futures Act require our substantial shareholders to give notice
to us and the SGX-ST respectively, including particulars of their interest and the circumstances by which they have

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Appendix B


acquired such interest, within two business days of their becoming our substantial shareholders and of any change in
the percentage level of their interest. “Percentage level”, in relation to a substantial shareholder, is the percentage
figure ascertained by expressing the aggregate of the votes attached to all the voting shares in which the substantial
shareholder has an interest (or interests) immediately before or (as the case may be) immediately after the relevant
time as a percentage of the total votes attached to all the voting shares in our Company, and if it is not a whole
number, rounding that figure down to the next whole number.

Under the Singapore Companies Act, a person has a substantial shareholding in our Company if he has an interest
(or interests) in one or more of the voting Shares in our Company and the total votes attached to that Share or those
Shares are not less than 5.00% of the aggregate of the total votes attached to all voting shares in our Company.

Minority Rights

The rights of minority shareholders of Singapore-incorporated companies are protected under Section 216 of the
Singapore Companies Act, which gives the Singapore courts a general power to make any order, upon application
by any shareholder of our Company, as they think fit to remedy any of the following situations:

k         our affairs being conducted or the powers of our Directors being exercised in a manner oppressive to, or in
          disregard of the interests of, one or more of our shareholders; or

k         we take an action, or threaten to take an action, or our shareholders pass a resolution, or threaten to pass a
          resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of our
          shareholders, including the applicant.

Singapore courts have wide discretion as to the relief they may grant and that relief is in no way limited to the relief
listed in the Singapore Companies Act. Without prejudice to the foregoing, Singapore courts may among other
things:

k         direct or prohibit any act or cancel or vary any transaction or resolution;

k         regulate our affairs in the future;

k         authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person or
          persons and on such terms as the court may direct;

k         provide for the purchase of a minority shareholder’s Shares by our other shareholders or by us and, in the
          case of a purchase of Shares by us, a corresponding reduction of our share capital; or

k         provide that our Company be wound up.




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Appendix C


                       SUMMARY OF THE CONSTITUTION OF OUR COMPANY

REGISTRATION NUMBER

We are registered with the Accounting and Corporate Regulatory Authority (ACRA) under the registration number
200413169H.

SUMMARY OF OUR ARTICLES OF ASSOCIATION

Directors

(a)      Ability of interested directors to vote

         A Director shall not vote in respect of any contract, proposed contract or arrangement or any other
         proposal whatsoever in which he has any direct or indirect personal material interest, and he shall not be
         counted in the quorum present at a meeting in relation to any resolution on which he is debarred from
         voting.

(b)      Remuneration

         Fees payable to Non-Executive Directors shall be a fixed sum (not being a commission on or a percentage
         of our profits or turnover) as shall from time to time be determined by us in general meeting. Fees payable
         to Directors shall not be increased except at a general meeting convened by a notice specifying the
         intention to propose such increase.

         Any Director who holds any executive office, or who serves on any committee of the Directors, or who
         performs services outside the scope of the ordinary duties of a Director, may be paid such extra
         remuneration by way of salary, commission or otherwise, as the Directors may determine.

         The remuneration of a Chief Executive Officer shall be fixed by the Directors and may be by way of salary
         or commission or participation in profits or by any or all of these modes but shall not be by a commission
         on or a percentage of turnover. The Directors shall have power to pay pensions or other retirement,
         superannuation, death or disability benefits to (or to any person in respect of) any Director for the time
         being holding any executive office and for the purpose of providing any such pensions or other benefits, to
         contribute to any scheme or fund or to pay premiums.

(c)      Borrowing

         Our Directors may exercise all the powers of our Company to borrow money, to mortgage or charge its
         undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright
         or as collateral security for any debt, liability or obligation of the Company or any third party.

(d)      Retirement Age Limit

         There is no retirement age limit for Directors under our Articles of Association. Section 153 of the
         Singapore Companies Act however, provides that no person of or over the age of 70 years shall be
         appointed a director of a public company, unless he is appointed or re-appointed as a director of the
         Company or authorized to continue in office as a director of the Company by way of an ordinary resolution
         passed at an annual general meeting of the Company.

(e)      Shareholding Qualification

         There is no shareholding qualification for Directors in our Articles of Association.

Share rights and restrictions

We currently have one class of shares, namely, ordinary shares. Only persons who are registered on our register of
shareholders are recognized as our shareholders. In cases where the person so registered is CDP, the persons named
as the depositors in the depository register maintained by CDP for the ordinary shares are recognized as our
shareholders.

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Appendix C


         Dividends and distribution
         We may, by ordinary resolution of our shareholders, declare dividends at a General Meeting, but we may
         not pay dividends in excess of the amount recommended by our Board of Directors. We must pay all
         dividends out of profits available for distribution. We may capitalize any sum standing to the credit of any
         of our reserve accounts and apply it to pay dividends, if such dividends are satisfied by the issue of shares
         to our shareholders. All dividends are paid pro-rata among our shareholders in proportion to the amount
         paid up on each shareholder’s ordinary shares, unless the rights attaching to an issue of any ordinary share
         provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant sent through the
         post to each shareholder at his registered address. Notwithstanding the foregoing, the payment by us to
         CDP of any dividend payable to a shareholder whose name is entered in the depository register shall, to the
         extent of payment made to CDP, discharge us from any liability to that shareholder in respect of that
         payment.
         The payment by the Directors of any unclaimed dividends or other monies payable on or in respect of a
         share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends
         unclaimed after being declared may be invested or otherwise made use of by the Directors for the benefit
         of our Company. Any dividend unclaimed after a period of six years after having been declared may be
         forfeited and shall revert to us but the Directors may thereafter at their discretion annul any such forfeiture
         and pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.
         The Directors may retain any dividends or other monies payable on or in respect of a share on which we
         have a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in
         respect of which the lien exists.
         Voting rights
         A holder of our ordinary Shares is entitled to attend and vote at any general meeting, in person or by proxy.
         Proxies need not be a shareholder. A person who holds ordinary Shares through the SGX-ST book-entry
         settlement system will only be entitled to vote at a General Meeting as a shareholder if his name appears on
         the depository register maintained by CDP at least 48 hours before the general meeting. Except as
         otherwise provided in our Articles of Association, two or more shareholders must be present in person or
         by proxy to constitute a quorum at any general meeting. Under our Articles of Association, on a show of
         hands, every shareholder present in person and by proxy shall have one vote, and on a poll, every
         shareholder present in person or by proxy shall have one vote for each ordinary share which he holds or
         represents. A poll may be demanded in certain circumstances, including by the Chairman of the meeting or
         by any shareholder representing not less than 10.00% of the total voting rights of all shareholders having
         the right to vote at the meeting or by not less than five shareholders having the right to vote at the meeting.
         In the case of a tie vote, whether on a show of hands or a poll, the Chairman of the meeting shall be entitled
         to a casting vote.

Change in capital
Changes in the capital structure of our Company (for example, an increase, consolidation, cancellation,
sub-division or conversion of our share capital) require shareholders to pass an ordinary resolution. General
meetings at which ordinary resolutions are proposed to be passed shall be called by at least 14 days’ notice in
writing. The notice must be given to each of our shareholders who have supplied us or (as the case may be) CDP
with an address in Singapore for the giving of notices and must set forth the place, the day and the hour of the
meeting. The reduction of our share capital is subject to the conditions prescribed by law.

Variation of rights of existing shares or classes of shares
Subject to the Singapore Companies Act, whenever the share capital of our Company is divided into different
classes of shares, the special rights attached to any class may be varied or abrogated either with the consent in
writing of the holders of three-quarters of the total voting rights of the issued shares of the class or with the sanction
of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such
separate general meeting, the provisions of our Articles of Association relating to our general meetings and to the
proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons at least
holding or representing by proxy at least one-third of the total voting rights of the issued shares of the class, and that

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Appendix C


any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on
a poll have one vote for every share of the class held by him, provided always that where the necessary majority for
such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of
at least three-quarters of the total voting rights of the issued shares of the class concerned within two months of such
general meeting shall be as valid and effectual as a special resolution carried at such general meeting. These
provisions shall apply to the variation or abrogation of the special rights attached to some only of the shares of any
class as if each group of shares of the class differently treated formed a separate class the special rights whereof are
to be varied.
The relevant Article does not impose more significant conditions than the Singapore Companies Act in this regard.

Limitations on foreign or non-resident shareholders
There are no limitations imposed by Singapore law or by our Articles of Association on the rights of our
shareholders who are regarded as non-residents of Singapore, to hold or vote on their Shares.

Forced transfers or sales of Shares
Where the Company or the Directors determine, in their absolute discretion, or are of the opinion (but without
imposing an obligation on them to so determine or opine) that Shares of our Company are being held, directly or
indirectly, by any shareholder (each of the persons listed in (a) to (d) below, a “Non-Qualifying Person”):
(a)      whose ownership of Shares may cause our Company’s tax status or residence to be prejudiced or may
         cause our Company to suffer any pecuniary disadvantage (including any excise tax, penalties or liabilities
         under the United States Employee Retirement Income Securities Act of 1974, as amended (“ERISA”)); or
(b)      whose ownership of Shares may cause our Company to be required to comply with any registration or
         filing requirements in any jurisdiction, with which it would not otherwise be required to comply; or
(c)      whose ownership of Shares may cause our Company to be required to register as an “investment company”
         under the United States Investment Company Act of 1940, as amended, and the rules thereunder (the “US
         Investment Company Act”); or
(d)      who is a US Person (as defined in Regulation S under the United States Securities Act of 1933, as
         amended) but is not a “qualified purchaser” within the meaning of Section 2(a)(51)(A) of the US
         Investment Company Act;
then, in each such case, our Company may at its option direct the Non-Qualifying Person to transfer the whole or a
specified percentage of such Non-Qualifying Person’s Shares to a person who is not a Non-Qualifying Person and
would not by reason of a transfer become a Non-Qualifying Person. If the required transfer is not effected within
thirty (30) days after service of notice by our Company and such Non-Qualifying Person directed to transfer his
Shares has not established to the reasonable satisfaction of the Board or the designated person within the Company
(whose judgment shall be final and binding) that he is not a Non-Qualifying Person, the Shares concerned may be
sold by our Company in any manner it thinks fit on behalf of the said shareholder. The consent of such shareholder
for the transfer of his Shares by our Company is not required and, notwithstanding any provisions to the contrary in
our Articles of Association, until such transfer is effected, the holder of such Shares will not be entitled to receive or
exercise any rights, benefits or privileges (including without limitation voting rights, dividends or other
distributions) attaching to such Shares, and the Company may deal with any such rights, benefits or privileges
of such shareholder at its absolute discretion.




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Appendix D


                      DESCRIPTION OF RELEVANT LAWS AND REGULATIONS

LAWS AND REGULATIONS RELATING TO OUR BUSINESS

Singapore

Property development and management

We are subject to the relevant laws and regulations of Singapore relating to property development and management
of property projects.

The Urban Redevelopment Authority (“URA”) monitors and controls the use of land in Singapore. All development
projects require a written permission (“WP”) from the URA and the WP will outline the specific requirements or
conditions for each individual development. In addition to obtaining the WP from the URA, we also need to apply
for clearance from the various technical departments such as the Fire Safety & Shelter Department, Central
Building Plan Unit (Pollution Control Department) and relevant departments in the Land Transport Authority, and
subsequently obtain Building Plan Approval from the Building and Construction Authority. The development
project shall then be built according to the WP and approved building plan and an approval will have to be sought if
there are any deviations from the WP and approved building plans. A material change in the use of any building or
land in Singapore will also require written permission from the URA.

REIT management

CMTML, the manager of CMT, and CRCTML, the manager of CRCT, each carry out the business of REIT
management in Singapore to the extent that they manage real estate held by CMT and CRCT whether directly or via
property holding entities.

On August 1, 2008, the Securities and Futures Act was amended to include REIT management as a regulated
activity. The Securities and Futures (Licensing and Conduct of Business) Regulations and the Securities and
Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences) Regulations have
also been amended to set out the capital requirements and licence fees for REIT managers. The licensing framework
and process for persons carrying out the business of REIT management is largely similar to that for persons
conducting other regulated activities under the Securities and Futures Act. Unless exempted by the Authority, a
person carrying out the business of REIT management is required to hold a capital markets services licence under
Section 82 of the Securities and Futures Act. As the REIT Managers are corporations, their representatives (as
defined in the Securities and Futures Act) would be required to hold representative licences under Section 83 of the
Securities and Futures Act. CMTML and CRCTML have made an application to the Authority to obtain a capital
markets services licence in respect of the management of CMT and CRCT, and the applications are pending as of
the date of this document.

In addition to the above, CMTML and CRCTML will have to comply with the applicable provisions of the Listing
Manual, the Code on Collective Investment Schemes issued by the Authority (including the Property
Fund Guidelines), the respective trust deeds, tax rulings and relevant contracts.

In respect of any new REITs we manage that are publicly listed, or available for investment by the general public,
whether in Singapore or elsewhere, we expect that we will be required to be licensed in the relevant jurisdiction
before we are able to manage the REIT.

Fund management

Each of CapitaRetail Japan Fund Management Pte Ltd (“CRJFM”), CapitaRetail India Fund Management Pte Ltd
(“CRIFM”) and CapitaRetail China Fund Management Pte. Ltd. (“CRCFM”), carry on the business of fund
management in Singapore pursuant to a licensing exemption under the Securities and Futures Act for providing
fund management services to not more than 30 qualified investors (as defined in the Securities and Futures
(Licensing and Conduct of Business) Regulations). For this purpose, CRJFM, CRIFM and CRCFM have each filed
with the Authority, a notification form prescribed by the Authority to commence business as an exempt fund

                                                        D-1
Appendix D


manager under the Securities and Futures Act. The MAS has confirmed that the exemptions apply to each of
CRJFM, CRIFM and CRCFM, save that each of these entities must comply with the exemption criteria set out in the
Securities and Futures (Licensing and Conduct of Business) Regulations at all times.

As exempt fund managers, CRJFM, CRIFM and CRCFM will have to file, on an ongoing basis, certain forms with
the Authority. For example, each of these entities is required to submit to the Authority a notice in a prescribed form
within 14 days of the date of change of particulars filed with the Authority, such as the appointment of a new
director of the company. In addition, CRJFM, CRIFM and CRCFM will have to comply with certain regulations
under the Securities and Futures Act including notices and guidelines issued by the Authority. These regulations
essentially require CRJFM, CRIFM and CRCFM (i) to comply with applicable anti-money laundering legislation in
Singapore, (ii) not to represent itself, or cause itself to be represented, as being licensed, regulated, supervised or
registered by the Authority, whether verbally or in writing, and (iii) to comply with the Authority’s Guidelines on
Fit and Proper Criteria. Provided that CRJFM, CRIFM and CRCFM continue to meet the conditions for the
exemptions, these exemptions will be valid until CRIFM, CFIRM and CRCFM file a notice of cessation of business
under the Securities and Futures Act.

Singapore land system

Land in Singapore is divided into:

(i)      land registered under the Registration of Deeds Act, Chapter 269 of Singapore (the “Registration of Deeds
         Act”) (Common Law System) which is also called “unregistered land”; and

(ii)     land registered under the Land Titles Act, Chapter 157 of Singapore (the “Land Titles Act”) (Land Titles
         registration system or Torrens System) which is also called “registered land.”

Both these systems of land registration are under the purview of the Singapore Land Authority, the statutory board
which maintains the Register of Deeds under the Registration of Deeds Act and Land Register under the Land Titles
Act.

Transfer of land under the Common Law system is governed by legal and equitable rules developed by the common
law to deal with questions of priorities of interests. The Registration of Deeds Act provides that legal title to land
passes when a deed is signed, sealed and delivered by the owner of the land. Registration under the Common Law
system is not required for the valid transfer of title.

However, most deeds are registered as registration:

(i)      confers priority according to the date of registration as between instruments which are registered or
         registrable; and

(ii)     allows the deeds to be admissible in a court of law as evidence of title to land.

The Land Titles Registration system in Singapore is modeled after the Torrens system of Australia. Unlike the
Common Law system, registration of dealings in land is compulsory under the Land Titles Act, as title to land is
passed by registration. The Singapore Land Authority will issue a certificate of title to the owner of registered land,
which will show, inter alia, the name of the owner (as the registered proprietor) and any encumbrances affecting the
land.

In the last 20 years or so, the Singapore Land Authority has systematically been converting unregistered land into
registered land. The majority of land in Singapore is today registered land.

It is customary for a purchaser or other parties interested in a property to conduct title searches with the Singapore
Land Authority to trace the chain of ownership and to check whether the property is encumbered.




                                                         D-2
Appendix D


For unregistered land, the Conveyancing and Law of Property Act, Chapter 61 of Singapore, provides that for
tracing of a good root of title, title must be deduced for at least 15 years prior to the date of tracing or the contract at
hand.

For registered land, a search on the Land Register can be relied upon because of the following main characteristics
of the effects of registration under the Land Titles Act:

(i)      Registration of a dealing in an interest in land is necessary for validity of the dealing.

(ii)     Once the title is registered, it is indefeasible except by other interests as provided in the Land Titles Act
         itself. The State guarantees the title. This guarantee goes not only to the title of the land but also to the
         actual physical area under that title.

(iii)    Where dealings cannot be registered, caveats may be filed to notify third parties of interests in the land. All
         that an intending purchaser need do under the Land Titles Registration system is to check the land register.
         He will be bound by the interests which are found there, and he will not be affected by interests not found
         on the land register.

Land Tenure in Singapore

All land in Singapore is ultimately derived from the State. The State has the right to alienate land vested in it. There
are different estates by which land may be held:

(i)      Estate in fee simple (commonly called Freehold estate);

(ii)     Leasehold estate; and

(iii)    Estate in perpetuity.

It is common for the State to issue State Leases. The President of the Republic of Singapore will grant to the lessee a
leasehold estate for a fixed period of time, usually for a tenure of 30, 60 or 99 years. The State Lease contains
various conditions and covenants, which the lessee is obliged to comply with. Common conditions and covenants
include the payment of a land rent, the prohibition against subletting and assigning without consent of the President
and various restrictions on the use of land. The lessor is entitled to exercise the right of re-entry if the lessee
breaches or fails to perform any of the terms of the State Lease.

Administration of land in Singapore

The Singapore Land Authority is responsible for the management of State lands and buildings including the sale
and leasing of State Land. Under the Government Land Sales programme, the Singapore Land Authority may
appoint various land sales agents for the sale and leasing of State Land to meet demand arising from economic
growth. These agents include statutory boards such as Jurong Town Corporation, the URA and the Housing &
Development Board.

Strata Subdivision

Where a property comprises a building developed on registered land, the units in the building can be subdivided and
separate “strata title” may be allocated to the units under the Land Titles (Strata) Act, Chapter 158 of Singapore (the
“Land Titles (Strata) Act”). Pursuant to the Land Titles (Strata) Act, a person can be the owner of a unit in the
building. This is achieved by way of delineating areas of airspace in the building called “strata lots” pursuant to
“strata title plans” approved by the Survey Department of the Ministry of Law. Separate subsidiary strata
certificates of title in respect of the units in the building can be applied for and obtained from the Singapore
Land Authority. The subsidiary strata certificates of title are then held by the owners or subsidiary proprietors of the
units.




                                                           D-3
Appendix D


Apart from the units in the building, the strata title plans will also show various parts of the building and the land on
which the building is constructed which do not form part of the strata lots (e.g. the common corridors, the lifts and
the car parks) but which are used generally by all the owners of the units. These areas are called the “common
property.” Statutes such as the Land Titles (Strata) Act and the Building Maintenance and Strata Management Act,
Chapter 30C of Singapore (the “Building Maintenance and Strata Management Act”) provide for duties of
maintenance of the common property by a body corporate called a “management corporation.” This is a body
constituted under the provisions of the Land Titles (Strata) Act and is collectively made up of all the registered
subsidiary proprietors/owners of the units in a building. The Building Maintenance and Strata Management Act sets
out rules that govern the management of the properties and building maintenance. Under this Act, the owner or
subsidiary proprietor has to pay maintenance charges on a periodic basis towards maintenance of common property
in the building.

Development of land

Every development project requires a grant of WP from the URA. The WP will outline the specific requirements or
conditions for the individual development. In addition to obtaining the WP, there is a requirement to apply for and
subject to meeting technical clearances from various government bodies or statutory boards, obtain a building plan
approval from the Building and Construction Authority. A development project has to be built according to the WP
and the approved building plan. Approval will have to be sought if there are any deviations from the WP and
approved building plan. Upon completion of the development project, a temporary occupation permit or a
certificate of statutory completion must be obtained from the Building & Construction Authority before a
building may be occupied.

Under the Planning Act, Chapter 232 of Singapore, the URA may identify buildings and areas for conservation
based on their historical, architectural and cultural value. These areas include Clarke Quay, Emerald Hill and
Chinatown. If an area is designated as a conservation area, the URA may, from time to time, issue guidelines for the
conservation of buildings or land within the conservation area, and for the protection of their settings.

State’s rights over land

In Singapore, pursuant to various statutes including the Land Acquisition Act, the State may compulsorily acquire
land whenever any particular land is needed for any public purpose, by any person, corporation or statutory board,
for any work or an undertaking which, in the opinion of the Minister of Law, is of public benefit, public utility, or in
the public interest; or for any residential, commercial or industrial purpose. However, compensation is payable
upon the acquisition of such land.

The compensation awarded pursuant to compulsory acquisition would be based on, amongst other considerations,
(i) the market value of the acquired land as of the date of the publication in the Government Gazette of the
notification of the likely acquisition of the land (provided that within six months from the date of publication, a
declaration of intention to acquire the said land is made by publication in the Government Gazette); and (ii) the
market value of the acquired land as of the date of the publication in the Government Gazette of the declaration of
intention to acquire the land.

Tenancies

The relationship between landlord and tenant is governed by common law. The tenant must be given exclusive
possession for a definite period, the parties must intend to create a tenancy, and the tenancy must be made by deed in
the English language. Subject to express provisions of the tenancy, the landlord is generally obliged to afford the
tenant quiet enjoyment of the premises during the term of the tenancy while the tenant is obliged to pay rent and use
the leased premises in a tenant-like manner and to yield up the premises at the end of the term to the landlord in a
tenantable state and condition.

Stamp Duties Act, Chapter 312 of Singapore (the “Stamp Duties Act”)

In Singapore, stamp duty ad valorem is payable on documents relating to land, stocks and/or shares mentioned in
the First Schedule to the Stamp Duties Act. These documents include conveyances and instruments of transfers of

                                                          D-4
Appendix D


land and tenancy agreements. Under the Stamp Duties Act, a document which is not duly stamped is not admissible
as evidence in court, and is as such unenforceable. Penalties are levied for the late payment of stamp duty. Unless
there is an express provision to the contrary, a purchaser or tenant is liable for payment of stamp duty.

China

The Provisional Regulations of China Concerning the Grant and Assignment of the Right to Use State-owned Land
in Urban Areas (“Urban Land Regulations”) promulgated by the State Council in May 1990 and the Urban Real
Estate Law promulgated by the Eighth Meeting of the Standing Committee of the Eighth National People’s
Congress in July 1994 (as amended in August 2007) permit transfer, leasing and mortgage of granted land use right
and properties constructed on the land.

The land system

China law distinguishes between the ownership of land and the right to use land. According to the Constitution of
China, unless specified by law, all land in the cities is owned by the State while land in the rural and suburban areas,
unless otherwise specified by law, is owned by collectives. Residential sites, privately farmed crop land and hilly
land are also owned by collectives. The State may expropriate or take over land and pay compensation in
accordance with law if such land is required for public benefit. The Urban Land Regulations implemented a system
for the grant and transfer of state land use right in urban areas. Pursuant to this system, all local and foreign
companies, enterprises and other organizations and individuals in China are permitted to acquire land use rights and
to develop and operate property in accordance with the laws and regulations. Pursuant to The Opinion on
Regulating the Access and Management of Foreign Capital in the Real Estate Market promulgated jointly by the
Ministry of Construction, Ministry of Commerce, National Development and Reform Commission, People’s Bank
of China, State Administration for Industry and Commerce and State Administration of Foreign Exchange on
July 11, 2006, certain restrictions were implemented to regulate the acquisition and transfer of China real property
or equity interests in property owning companies by foreigners. For example, foreign individuals are not allowed to
acquire real property except for those who have worked or studied in China for over one year and are acquiring such
property for self use, and foreign companies without a branch or representative office in China must apply to
establish a foreign invested enterprise under China laws in order to own and develop real property.

Under the Urban Land Regulations, the grant for use of State land refers to the grant of a land use right by the State
to a land user for a definite period subject to the payment of a land premium by the land user. The maximum term of
the grant depends on the type of use of the land. Such term is generally as follows:

(a)      up to 70 years for residential use;

(b)      up to 50 years for industrial use;

(c)      up to 50 years for education, science, culture, public health or physical education uses;

(d)      up to 40 years for commercial, tourism and entertainment uses; and

(e)      up to 50 years for comprehensive utilization or all other uses.

Upon expiration of the term of grant, it is possible for a land user to renew such term subject to the execution of a
new land use right grant contract and payment of a land use right grant premium. If the term of the grant is not
renewed, the land use right of the land and ownership of any building thereon will revert to the State without
compensation.

Grant of land use right

Land use rights may be granted by agreement, public auction, tender or bidding. The Urban Real Estate Law
provides that “land use rights for commercial use, tourism, entertainment and construction of luxury flats shall be
sold by public auction wherever it is feasible, and may be sold by mutual agreement if sale by public auction or
competitive bidding is not feasible.” On April 30, 2001, the State Council promulgated a Notice on Strengthening

                                                         D-5
Appendix D


the Administration of State-owned Land which stipulates that the supply of State-owned construction land shall be
announced to the public unless there are concerns regarding State security or confidentiality issues. If, after a
scheduled supply of land for commercial development and other use is announced, there are two or more
prospective investors who intend to develop the same land parcel, the relevant land parcel shall be made available to
the market by the government at the municipal or county levels through competitive bidding or public auction.

On May 9, 2002, the Ministry of Land and Resources of China promulgated the Regulations on the Grant of State-
owned Land Use Rights through Competitive Bidding, Public Auction and Public Tender. Pursuant to these
regulations, land for operational use (including commercial use, tourism, entertainment and commodity housing
development) will be granted by competitive bidding, public auction or public tender and, in the case of land for use
other than commercial use, tourism, entertainment and commodity housing development, if there are two or more
prospective purchasers after the announcement of the relevant land supply schedule, then the grant of the land use
right shall be made by competitive bidding, public auction or public tender. On June 11, 2003, the Ministry of Land
and Resources of China promulgated the Regulations on Granting of State Owned Land Use Rights by Agreement.
According to these regulations, land use right may be granted by way of agreement if it is not required under
applicable laws and regulations that the land use rights be granted by public auction, tender or bidding.

On September 28, 2007, the Ministry of Land Resources promulgated the Regulation on Bidding, Auction and
Listing Required for Granting of State-Owned Construction Land which came into force on November 1, 2007.
This regulation specifies that the grantee of State-owned construction land use rights shall pay in full the land grant
premium in accordance with the land grant contract before it may proceed with the relevant procedures and apply
for registration for the grant of the land use right and a construction land use right certificate.

Upon signing of the contract for the grant of land use right, the grantee is required to pay the land grant premium in
accordance with the terms of the contract. Once the land grant premium is paid in full, the contract may be
submitted to the relevant local bureau for the issue of a land use right certificate evidencing the grant of land use
right.

Transfer of land use right

According to the Urban Real Estate Law and the Provisions on the Administration of the Transfer of Urban Real
Property promulgated in August 1995 and revised in August 2001 by the Ministry of Construction, a property owner
may sell, give or otherwise legally transfer a property to another person or legal entity. Where a building is
transferred, the ownership of the building and land use rights relating to the site on which the building is situated
shall be transferred simultaneously The term of land use right for the transferred land is the original term granted
under the contract of grant of land use right less the term which has already been enjoyed by the original grantee.

A transfer of land use right must be evidenced by a written contract. Upon such transfer, all rights and obligations
contained in the original contract for the grant of land use right by the State are deemed to be simultaneously
transferred to the transferee, together with any buildings and other fixtures on the land. The transfer must be duly
registered at the relevant local land bureau and a new certificate of land use right will be issued and the original land
use right certificate of land use right will be suspended. Under Article 38 of the Urban Real Estate Law, in relation to
a transfer of the real estate for which land use rights have been acquired by way of grant, the following conditions
must be met:

(a)      the land use right grant premium for the grant of land use right must have been paid in full in accordance
         with the land use right grant contract and a certificate of land use right must have been obtained;

(b)      investment in or development of such land must have been made or carried out in accordance with the
         terms of the land use right grant contract;

(c)      if the investment or development involves the construction of building on the land, more than 25.0% of the
         total amount of investment or development must have been made or completed; and

(d)      where the investment or development involves a large tract of land, conditions for the use of the land for
         industrial or other construction purposes must have been met.

                                                          D-6
Appendix D


If the land use rights have been acquired by way of allocation, the transfer of real property shall be subject to the
approval of the government vested with the necessary approval power as required under the regulations of the State
Council. If the people’s government vested with the necessary power approves such a transfer, the transferee is
required to complete the formalities for transfer of the land use rights, unless the relevant statues do not require any
transfer formalities, and pay the transfer price according to the relevant statutes.

Termination of land use right

A land use right will terminate upon the expiration of the term of the grant specified in the relevant land use right
grant contract. A land use right may also terminate upon withdrawal of the land use right by the State or by loss of
the land etc.

The State generally will not withdraw a land use right prior to the expiration of its term of grant under the land use
right grant contract. In exceptional circumstances, and if it is in the public’s interest, the State has the right to
assume the land use right in accordance with law and offer compensation to the land user, having regard to the
period for which the land user has already enjoyed use in respect of the land and the actual circumstance relating to
the use and development of the land.

Upon expiry of the term of grant under the land use right grant contract, the land use right of the land and ownership
of the buildings and fixtures erected thereon will revert to the State without compensation unless an application to
renew the land use right is granted. The land user is required to take steps to surrender the land use right certificate
and cancel the registration of the certificate in accordance with relevant regulations.

A land user may apply for renewal of the term of the land use right and such application will be granted unless it is in
the public’s interest for the land to revert to the State. If the application to renew the land use right is granted, the
land user is required to enter into a new land use right grant contract, pay a land use right grant premium and effect
the necessary registration of the renewed right.

Documents of title

There are two types of title registrations in China, namely land registration and building registration. Land
registration is effected by the issue of the land use right certificate by the relevant authority to the land user
evidencing that the land user has obtained a land use right. Building registration entails the issue of a building
ownership certificate to the owner of a building evidencing that he has obtained building ownership rights in respect
of the building. According to the Land Registration Regulations promulgated by the State Land Administration
Bureau on November 18, 1989 and amended on December 18, 1995 (the amendment became effective on
February 1, 1996), the Administration Rules on Regulations of Urban Real Estate Property promulgated by the
Ministry of Construction on October 27, 1997, implemented on January 1, 1998 and revised subsequently on
August 15, 2001, the Land Registration Rules promulgated by the Ministry of State Land and Resources on
December 30, 2007 and which became effective on February 1, 2008, and the Building Registration Rules
promulgated by the Ministry of Construction on February 15, 2008 and which became effective on July 1, 2008, all
land use rights and building ownership rights which are duly registered are protected by law.

The two different systems are commonly maintained separately in many cities in China. However, in Shenzhen,
Guangzhou, Shanghai and some other major cities, the two systems have been consolidated and a single composite
real estate and land use right certificate is issued to evidence the ownership of both land use right and the buildings
erected thereon.

Sale of commodity buildings

The shopping malls we develop in China and which we may sell in order to realize our investment therein, may be
considered as commodity buildings under the Urban Real Estate Law and the Measures for Administration of Pre-
sale of Commodity Buildings (“Pre-sale Measures”) promulgated by the Ministry of Construction in November
1994, and revised in August 2001 and July 2004 respectively. Pursuant to these rules, a commodity building may
only be pre-sold before completion if (a) the purchase price has been paid in full for the grant of the land use rights
involved and a land use right certificate has been obtained; (b) a permit for construction works planning and a
permit for commencement of works have been obtained; (c) the funds invested in the development of the
commodity buildings put to pre-sale represent 25.0% or more of the total investment in the project and the progress

                                                          D-7
Appendix D


of works and the completion and delivery dates have been ascertained; and (d) a permit for pre-sale of commodity
buildings shall have been obtained through pre-sale registration.
The proceeds of pre-sale of commodity buildings must be used to develop the relevant project so pre-sold.
Under the “Regulatory Measures on the Sale of Commodity Properties,” commodity properties may be put to post-
completion sale only when the following preconditions have been satisfied: (a) the property development enterprise
offering to sell the post-completion properties shall have a enterprise legal person business license and a
qualification certificate of a property developer; (b) the enterprise has obtained a land use right certificate or
other approval documents of land use; (c) the enterprise has the permit for construction project planning and the
permit for construction; (d) the commodity properties have been completed and been inspected and accepted as
qualified; (e) the relocation of the original residents has been settled; (f) the ancillary infrastructure facilities for
supplying water, electricity, heating, gas, communication, etc. are ready for use, and other ancillary essential
facilities and public facilities are ready for use, or the schedule of construction and delivery date thereof has been
specified; (g) the property management plan has been completed.
Before the post-completion sale of a commodity building, a developer shall submit the Property Development
Project Manual and other documents showing that the preconditions for post-completion sale have been fulfilled to
the property development authority for its record.

Leasing of the property
Leasing of urban real properties is also governed by the laws and regulations above as well as the Contract Law of
China promulgated by the Second Meeting of the Standing Committee of the Ninth National People’s Congress in
March 1999 and the Measures for Administration of Leasing of Urban Buildings promulgated by the Ministry of
Construction in April 1995. Under these laws and regulations, owners of buildings in China are entitled to lease
their buildings through a written lease. When a lease is signed, amended or terminated, the parties are required to
file the details with the real property administrative authority at municipality or county level in which the building is
located. The term of the lease may not exceed 20 years. The lessor is obliged to maintain the leased property, except
as otherwise agreed upon by the parties. If the lessor intends to sell a leased property, it shall, within a reasonable
time limit before the sale, notify the lessee and the lessee shall be given priority to acquire the leased property on the
same terms and conditions as the lessor is proposing to sell the leased property.

Mortgage of the property
The grant of mortgages in China is governed by the Security Law of China and Administrative Measures on
Mortgage of Urban Real Estate issued by the Ministry of Construction in 1995 and revised in 2001. Under this law,
all mortgage agreements must be in writing. When the debtor fails to pay his debt, the creditor has a right to obtain
compensation in accordance with the stipulations of this law, by converting the mortgaged properties into money or
seeking preferential payments from the proceeds from the auction or sale of the mortgaged properties. The secured
debt may not exceed the value of the properties mortgaged. Once mortgaged, the balance of value of the properties
that exceeds the secured debt can be mortgaged for a second time, but the total amount of secured on the property
shall not exceed the value of the relevant property. When a mortgage is created on the ownership of a building
legally obtained, a mortgage shall be simultaneously created on the land use rights of the land on which the building
is situated. When the land use rights acquired by way of a grant is mortgaged, the buildings on the land shall also be
mortgaged at the same time. China has adopted a system to register mortgages of real estate. Within 30 days after a
property mortgage contract has been signed, the parties to the mortgage shall register the mortgage with the
property administration authority at the location where the property is situated. A property mortgage contract will
become effective on the date of registration of the mortgage. If a mortgage is created on the property in respect of
which a building ownership certificate has been obtained legally, the registration authority will, when registering
the mortgage, make an entry under “third party rights” on the original building ownership certificate and then issue
a Certificate of Third Party Rights to Property to the mortgagee. If a mortgage is created on a commodity building
put to pre-completion sale or under construction, the registration authority will, when registering the mortgage,
record the details on the mortgage contract. If construction of a real property is completed during the term of a
mortgage, the parties involved shall re-register the mortgage of the real property after issuance of the certificates
evidencing the ownership of the property.
The “Property Rights Law of the People’s Republic of China” which was adopted at the fifth session of the Tenth
National People’s Congress on March 16, 2007 and came into effect as of October 1, 2007, provides that the

                                                          D-8
Appendix D


mortgage over buildings and other objects fixed to land, the right to use construction land, and a building under
construction shall become effective at the date of registration. Buildings that are constructed on the land after the
mortgage of the right to use construction land is effective will not be considered as property secured under the
mortgage. Accordingly, such newly constructed buildings can be disposed of together with the disposal of the
aforesaid right to use construction land so as to realize the mortgage right. However, the mortgagee has no right to
seek preferred payments from the money generated from the disposal of these newly constructed buildings.
The Ministry of Land and Resources (“MLR”), on December 30, 2007, issued the Administrative Measures on
Land Registration which took effect on February 1, 2008. According to the measures, land registration refers to the
recording of land-use rights or other rights on land registered for public review. The measures stipulate that the
administrative department of land and resources are required to conclude land registrations within 20 days after
receiving an application. If the case is complex, a ten day extension may be granted by the principal of land and
resources’ administrative department.
On February 15, 2008, the Ministry of Construction (“MOC”) released Procedures for Property Registration (the
“Procedures”) which took effect on July 1, 2008. The Procedures stipulate that in property registrations, the
principle that the owners of the building property rights correspond with those of the owners of the land use rights
shall be complied with. The Procedures regulate the pre-registration, registration of mortgage rights for
construction work in process, registration for maximum amount secured under the mortgage, registration of
rectifications, registration for objections and registration for easements.

Management of the property
According to the “Foreign Investment Industrial Guidance Catalogue (amended in 2007),” property management
falls within the Category of Permitted Foreign Investment Industries. According to the “Foreign Investment
Industrial Guidance Catalogue (amended in 2007)” and the relevant requirements set out under the laws and the
administrative regulations on foreign investment enterprises, a foreign invested property management enterprise
may be established in the form of a Sino-foreign equity joint venture, a Sino-foreign cooperative joint venture or a
wholly foreign owned enterprise. Before the administration of Industry and Commerce registers a foreign
investment enterprise as a foreign-invested property management enterprise, the foreign-invested property
management enterprise must have obtained an approval from the relevant department of commerce and
received a “foreign investment enterprise approval certificate.”
The State council promulgated the Property Management Rules (“Property Management Rules”) on June 8, 2003,
which came into effect on September 1, 2003. The Property Management Rules were amended on August 26, 2007
and the amended Property Management Rules became effective on October 1, 2007. The rules stipulate that owners
of common property are required to convene an owners meeting under the guidance of the relevant authorities and
to form an owners’ commission through an election process. If there is only one owner or a few owners all of whom
have agreed not to organize an owners’ commission, then all the owners will jointly perform the duties at an owners’
meeting and of the owners’ commission. The right to appoint and dismiss property management enterprises, to elect
and replace commissioners of the owners’ commission, and to formulate and amend the management rules, among
others, may be determined at an owners’ meeting.
Pursuant to the Property Management Rules, the quorum for an owners’ meeting are such number of owners of the
privately owned area representing more than 1/2 of the total area of the constructions and such number of the
owners representing more than 1/2 of the total number of the owners in respect of the property. The following
matters shall only be passed by the owners of the privately owned area representing more than 2/3 of the total area of
the constructions and such number of the owners representing more than 2/3 of the total number of the owners:
(a)      collecting and use of the exclusive maintenance fund; or
(b)      rebuilding part or all of the construction and its ancillary facilities.
All other resolutions may be passed by such number of owners of the privately owned area representing more than
1/2 of the total area of the constructions and the number of the owners representing more than 1/2 of the total
number of the owners in respect of the property. Under the Measures for the Administration of Qualifications of
Property Management Enterprises promulgated by the Ministry of Construction on March 17, 2004, which became
effective on May 1, 2004, a property management enterprise shall apply for assessment of its qualification by the
relevant qualification approval. A property management enterprise that has passed the assessment will be issued
with a qualification certificate evidencing the qualification classification issued by the relevant authority. No

                                                         D-9
Appendix D


enterprise may engage in property management without undertaking a qualification assessment conducted by the
authority and obtaining a qualification certificate.
The amount of property management fees payable to a property management enterprise may be agreed by the
contracting parties by reference to two methods. According to the Rules on Property Management Service Fees
jointly promulgated by the National Development and Reform Commission and the Ministry of Construction on
November 13, 2003, the property management enterprise may charge a fixed management fee which is determined
upfront, where any surplus or shortfall arising from the actual operating costs being in excess or below the amount
of the management fee, will be for the account of the property management enterprises. Alternatively, the property
management enterprise, may charge a fee which is a percentage of the total management fees collected in advance,
where any surplus or shortfall arising from the actual operating costs being in excess or below the amount of the
management fee, will be for the account of the property owners.

Company Law
On December 29, 1993, the Standing Committee of the Eighth National People’s Congress adopted the Company
Law of China (the “Company Law”), which came into effect on July 1, 1994 and was amended on December 25,
1999, August 28, 2004 and October 27, 2005 respectively.
The Company Law governs two types of companies, namely companies incorporated in China with limited liability
and companies incorporated in China as joint stock limited companies. Both types of companies have the status of
an enterprise legal person. The liability of shareholders of a limited company is limited to the extent of the amount
of capital contributed by them and the company is liable to its creditors to the full amount of the assets owned by it.
The liability of shareholders of joint stock limited companies is limited to the extent of the amount of shares owned
by them and the company is liable to its creditors to the full amount of the assets owned by it. Based on the relevant
provisions in China Company law, Sino-Foreign Equity Joint Venture (“EJV”) law and Wholly Foreign Investment
Enterprise (“WFOE”) law:
k         an EJV is required to first pay off its income tax and make provision for its reserve funds, employee
          awards, benefit and welfare funds and the enterprise development funds as provided under the article of
          association of the EJV, before it makes an allocation to its shareholders of its gross profit. Any allocation
          of gross profit to shareholders shall be in proportion to the percentage of registered capital paid in by each
          shareholder or investor of the EJV. The percentage of gross profit which is set aside for reserve funds,
          employee awards, benefit and welfare funds and the enterprise developing fund is determined by the
          board of directors; and
k         a WFOE is required to allocate 10.0% of profits a year to its statutory common reserve fund, until. the
          aggregate amount in such reserve exceeds 50.0% of the WFOE’s registered capital. If the WFOE’s
          statutory common reserve is insufficient to make up its losses of the previous years, such losses shall be
          made up from the profit for the current year prior to making allocations to the statutory common reserve
          pursuant to the preceding sentence. The WFOE may, if so resolved by the shareholders’ meeting or the
          shareholders’ general meeting, make allocations to the discretionary common reserve from their after-tax
          profits after making allocations to the statutory common reserve from the after-tax profits. A WFOE’s
          after-tax profits remaining after it has made up its losses and made allocations to its common reserve shall
          be distributed based on the percentages as agreed previously by shareholders or based on the percentage
          that shareholders have actually paid up.

Foreign-invested property development enterprises
Pursuant to the “Foreign Investment Industrial Guidance Catalogue (2004 Revision)” (the “2004 Industrial
Guidance Catalogue”) jointly enacted by the Ministry of Commerce (“MOFCOM”) and the National
Development and Reform Commission (“NDRC”) on November 30, 2004 and enforced on January 1, 2005,
the development and construction of ordinary residential units falls within the category of an “encouraged
industry”; the development of large scale land lots shall only be carried out by sino-foreign equity joint ventures or
sino-foreign co-operative joint ventures, and the construction and operation of high-end hotels, villas, premium
office buildings, international conference centers and large theme parks fall within the category of a “restricted
industry”; other types of property development fall within the category of a “permitted industry.” Foreign-invested
property development enterprises may be established in the form of a sino-foreign equity joint venture, a sino-
foreign co-operative joint venture or a wholly owned foreign enterprise according to the 2004 Industrial Guidance

                                                         D-10
Appendix D


Catalogue and other laws and administrative regulations relating to foreign investment enterprises. Prior to the
application for registration to the department of administration of industry and commerce, the enterprise must be
approved by the authorities of commerce and obtain an Approval Certificate for a Foreign Investment Enterprise.
Pursuant to the new “Foreign Investment Industrial Guidance Catalogue (2007 Revision)” (the “2007 Catalogue”)
jointly enacted by MOFCOM and NDRC on October 31, 2007 and enforced on December 1, 2007, which repealed
the 2004 Industrial Guidance Catalogue upon its enactment, the development and construction of ordinary
residential houses has been removed from the encouraged category to the permitted category; the restricted
category has been adjusted as follows:
(i)     the development of large scale land plots shall be carried out only by a sino-foreign equity joint venture or
        a sino-foreign co-operative joint venture;
(ii)    the construction and operation of high-end hotels, villas, premium office buildings, international
        conference centers;
(iii)   housing agents, brokerages and the second-tier real estate market; the construction and operation of large
        scale theme parks has been removed from the Real Estate industry to the Culture, Sports and
        Entertainment Industries which is still in the restricted category. The construction and operation of
        golf courses has been removed from the restricted category to the prohibited category.
On July 11, 2006, the PRC Ministry of Construction (“MOC”), MOFCOM, NDRC, the People’s Bank of China
(“PBOC”), the State Administration of Industry and Commerce (“SAIC”) and the State Administration for Foreign
Exchange (“SAFE”) jointly enacted the “Circular on Standardising the Admittance and Administration of Foreign
Capital in the Property Market” (Jianzhufang [2006] 171). According to this Circular, the admittance and
administration of foreign capital in the property market must comply with the following requirements:
(a)     Foreign institutions or individuals purchasing property in China not for their own use shall follow the
        principle of commercial existence and apply for the establishment of foreign investment enterprises under
        the regulations of foreign investment in property. The foreign institutions and individuals can only carry on
        their business within the approved business scope after obtaining the approvals from the relevant
        authorities and upon completion of the relevant registrations.
(b)     If the total investment of a foreign-invested real estate enterprise is equal to or exceeds US$10.0 million,
        the registered capital must not be less than 50.0% of the total investment. If the total investment is less than
        US$10.0 million, the amount of the registered capital shall be determined according to existing
        regulations.
(c)     For the establishment of a foreign-invested real estate enterprise, the commerce authorities and the
        Department of Administration of Industry and Commerce are in charge of granting approval for
        establishment and effecting registration of the foreign invested property development enterprise and
        issuing the Approval Certificate for a Foreign Investment Enterprise and the Business License which are
        effective for one year. After payment of the land premiums, the enterprises may apply for a land use right
        certificate by presenting the above-mentioned certificate and license. With the land use rights certificate,
        the enterprises will receive an official Approval Certificate for a Foreign Investment Enterprise from the
        commerce authorities. The enterprise is then required to replace at the Department of Administration of
        Industry and Commerce, the Business License with one that has the same operation term as the formal
        Approval Certificate for Foreign Investment Enterprise. Thereafter, it must apply for tax registration with
        the tax authorities.
(d)     To obtain approval for the transfer of projects of or shares in foreign-invested real estate enterprises, and
        the acquisition of domestic real estate enterprises by foreign investors which the authorities shall approve
        strictly in accordance with the relevant laws and regulations, the foreign investor is required to submit to
        the relevant authorities (a) a guarantee letter in respect of its performance under the land use right granting
        contract, the planning permit for construction of land and the construction work planning permit; (b) a
        certificate of land use right; (c) a certification of any alteration of archival files issued by construction
        authorities; and (d) a certification on the payment of tax issued by the relevant tax authorities.
(e)     If a foreign investor seeks to merge with or acquire a domestic real estate enterprises by way of share
        transfer or other means, or to purchase shares from a Chinese party in a sino-foreign equity joint venture,

                                                        D-11
Appendix D


         the foreign investor is required to make proper arrangements for employees, settle outstanding bank loans
         and pay for the purchase consideration.
On May 23, 2007, MOFCOM and SAFE jointly issued the “Notice Concerning Further Strengthening and
Regulating the Examination, Approval and Supervision of Direct Foreign Investment in Real Estate” (the “Notice
50”) (Shang Zi Han [2007] No. 50). The Notice 50 provides stricter controlling measures including, among others:
(a)      Approval for the establishment of a foreign invested real estate enterprise will not be granted unless the
         land use right or the ownership of the property has been obtained or a pre-granting/purchase agreement has
         been executed with the land administration authority, land developer/owner of the property.
(b)      The parties in a foreign-invested real estate enterprise are prohibited from providing covenants to each
         other guaranteeing a fixed return or agreeing to any provisions which have the same effect.
(c)      If a foreign-invested enterprise engages in real estate development or operation or if a foreign-invested real
         estate enterprise engages in new real estate project development and/or operations, it must apply to the
         relevant examination and approval authorities to expand its scope of business or scale of operations in
         accordance with the laws and regulations relating to foreign investments.
(d)      Local examination and approval authorities must report to MOFCOM to record the approvals granted for
         the establishment of foreign-invested real estate enterprises.
(e)      Local SAFE administrative authorities and designated foreign exchange banks are not permitted to
         conduct foreign exchange purchases and settlement processes for any foreign-invested real estate
         enterprise that fails to satisfy MOFCOM’s filing requirements or annual review procedures.
On July 10, 2007, SAFE promulgated “Notice of the list of first batch of foreign-invested real estate projects that
have been filed with MOFCOM” (Hui Zong Fa [2007] No. 130), which imposes certain restrictions on foreign
exchange and foreign debt registration by foreign-invested real restate enterprises which are incorporated after
June 1, 2007, as follows:
(a)      For a foreign-invested real estate enterprise (both newly established and through capital increase) which
         has obtained the approval certificate from the competent commercial department and which has made the
         requisite filings with MOFCOM on or after June 1, 2007, the local Administration of Foreign Exchange
         will not conduct the foreign debt registration and foreign debt settlement approval process.
(b)      For a foreign-invested real estate enterprise which has obtained the approval certificate from the local
         competent commercial department and has failed to make the requisite filings with MOFCOM on or after
         June 1, 2007, the local Administration of Foreign Exchange will not conduct or change the registration and
         the settlement and sales process for capital account items.
On June 18, 2008, MOFCOM issued the Notice on Proper Handling of Archiving Documents for Foreign
investment in the Real Estate Industry. According to the Notice, the competent departments of commerce at the
provincial level are authorized to verify the materials for archiving submitted by the foreign invested real estate
enterprises, and MOFCOM together with other departments of the State Council, may conduct spot-checks on these
enterprises.
On December 20, 2008, the State Council General Affairs Office issued Several Opinions on Promoting the Sound
Development of the Real Estate Market to assist real estate developers:
(i)      increasing credit financing support to ordinary residential housing developments of low to medium level
         prices or of small to medium sizes, particularly those under construction;
(ii)     providing financial support and other related services to real estate developers with good credit standing
         for their merger and acquisition activities;
(iii)    conducting housing accumulation fund’s trial test and providing various funding channels;
(iv)     supporting bond issuance by real estate developers with good credit and financial position; and
(v)      eliminating urban real estate tax, and unifying the real estate taxes applicable to domestic and foreign-
         funded enterprises and individuals.

                                                        D-12
Appendix D


Qualifications of a property developer

Under the “Regulations on Administration of Development of Urban Property”, a property developer must file
record of its establishment with the property development authority in the area of the registration authority within
30 days after receiving its business license. The property development authority shall assess the qualification
classification of the property developer which is filing for record, by considering its assets, professional personnel
and development and operational records. A property development enterprise shall only engage in property
development projects in compliance with its approved qualification.

Under the “Provisions on Administration of Qualifications of Property Developers” (the “Provisions on
Administration of Qualifications”) enacted by the Ministry of Construction and entered into force on
March 29, 2000, a property developer shall apply for registration of its qualifications according to the
Provisions on Administration of Qualifications. An enterprise may not engage in the development and
operation of property without a qualification classification certificate for property development. In accordance
with the Provisions on Administration of Qualifications, qualifications of a property development enterprise are
classified into four classes: class 1, class 2, class 3 and class 4. Different classes of qualification are to be examined
and approved by the corresponding authorities. The class 1 qualification is subject to preliminary examination by
the construction authority under the people’s government of the relevant province, autonomous region or
municipality directly under the central government and final approval by the construction authority under the
State Council. Procedures for assessing class 2 or lower qualification developers are to be formulated by the
construction authority under the people’s government of the relevant province, autonomous region or municipality
directly under the central government. A developer which passes the qualification examination will be issued a
qualification certificate of the relevant class by the qualification assessment authority. After a newly established
property developer reports its establishment to the property development authority, the latter will issue a provisional
qualification certificate to the eligble developer within 30 days of receipt of the report. The provisional qualification
certificate is effective for one year from the date of its issuance. The property development authority may extend the
validity period of the qualification certificate for a period of not more than two years after considering the business
situation of the relevant enterprise. The property developer is required to apply for qualification classification by the
property development authority within one month before the expiry of the provisional qualification certificate.

Malaysia

The Malaysian land system

Land law in Malaysia is premised on the Torrens system of South Australia (also known as the System of Titles and
Interests by Registration). However, the deed system still governs some lands in the state of Penang and Malacca.
The National Land (Penang and Malacca Titles) Act 1963 was 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”). Land
matters generally lie within the jurisdiction of state governments as provided for in the Federal Constitution but 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. Such powers of the Federal Constitution are not exercisable with
regard to the States of Sabah and Sarawak. There are currently four primary pieces of legislation governing land law
in Malaysia, namely:

(a)      the NLC;

(b)      the National Land Code (Penang & Malacca Titles) 1963;

(c)      Sarawak Land Code (Cap 81); and

(d)      Sabah Land Ordinance (Cap 68).

The operation of these statutes is supplemented by the various subsidiary legislation such as the various State Land
Rules in force in the respective States in Peninsular Malaysia, Sabah and Sarawak.

The National Land Code (Penang & Malacca Titles) Act 1963 makes provisions for the conversion of the system of
registration of deeds (as opposed to the Torrens system of registration) practiced prior to 1966 to the Torrens system
as provided for in the NLC. The structure of land in Sabah and Sarawak is similar to that provided for in the NLC.

                                                          D-13
Appendix D


Under the Sarawak Land Code, land is classified into:
(a)      mixed zone land;
(b)      native area land;
(c)      interior area land;
(d)      native customary land; and
(e)      reserved land.
Under the Sabah Land Ordinance, land is divided into:
(a)      crown land (consisting of Town and Country lands); and
(b)      native land.
The NLC provides that such Code shall not (except where it is expressly provided to the contrary) affect the
provisions of more specific statutes such as:
(a)      any law relating to Malay reservations or Malay holdings;
(b)      the Land (Group Settlement Areas) Act 1960;
(c)      any law relating to mining;
(d)      any law relating to sultanate lands;
(e)      any law relating to wakaf (relating to the endowment of property for religious and/or other public purposes
         in accordance with Islamic teachings) or bait-ul-mal (an Islamic non-profit financial organisation
         providing benefits to community members and organisations);
(f)      any law relating to customary tenure;
(g)      the Terengganu Settlement Enactment 1356;
(h)      the Padi Cultivators (Control Rent and Security of Tenure) Ordinance 1955; and
(i)      the Kelantan Land Settlement Ordinance 1955.

Powers of the State Authority
The State Authority is vested with the entire property in all State lands.
The 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 or otherwise) or mining
land.
In relation to State land, the State has the power to:
(a)      alienate land;
(b)      grant leases of reserve land for a specific purpose not exceeding 21 years;
(c)      permit temporary occupation of land;
(d)      permit the extraction and removal of rock material from land;
(e)      permit the use of air space on or above land; and
(f)      dispose of underground land.
Of the various methods of disposal of land, the power to alienate is the most common.
According to the NLC, the State has power to alienate land for either:
(a)      a term not exceeding 99 years (commonly referred to as leasehold); or
(b)      in perpetuity (commonly referred to as freehold).

                                                         D-14
Appendix D


The alienation of land by the State is subject to certain payments such as:

(a)      annual rent;

(b)      premium (this is subject to exemption by the State Authority;

(c)      category of land use; and

(d)      restrictions in interest which may be imposed by the State Authority.

Alienated land that is subject to leasehold interests shall upon the expiry of the lease revert to the State. However, it
is possible to extend the leasehold interest by applying for an extension of the leasehold period and paying a
premium to the State.

Land use

Land use under the Malaysian Torrens system may be subject to restrictions and conditions imposed by the State
Authority. These conditions serve as a means for control of land use. Specific conditions may relate to the
categories of land use. Land in Malaysia is divided into three general categories of land use, namely agricultural,
industrial and building. Each category of land use is subject to implied conditions. Failure to comply with express or
implied conditions of land use may result in the forfeiture of land by the State. Where lands are alienated pursuant to
the NLC, such category of land use shall be endorsed on the document of title when any land is alienated by the
State Authority. However, the State Authority may, on approving the alienation of any land, direct that no category
of land use be endorsed on the document of title if the State Authority is satisfied that the use thereof could be more
appropriately controlled by imposition of express conditions. The proprietor of any alienated land may apply to the
State Authority 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. In addition to general categories of land use, titles to land may
also specify specific uses of the land. In the case of agricultural land, the land titles may specify that the land is to be
cultivated with a particular crop. Non-compliance with conditions of title may result in the forfeiture of land.

Dealings in land

Lands alienated by the State may be transferred, leased and charged. Easements (commonly known as “rights of
way”) may also be created on such lands. However, restrictions on transfers may be imposed, such as in cases where
the transfer involves estate land to two or more persons without the prior approval of the Estate Land Board. The
rationale for this is to discourage the fragmentation of estate lands. The NLC governs the 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:

k          dealings capable of registration which are transfers, charges, leases and easements; and

k          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.

Under the NLC, no instrument effecting any dealing with respect to alienated lands and interests will be effective to
transfer the title or interest to any person until it has been duly registered. Upon registration, the party in whose
favor the registration has been effected will obtain an indefeasible title to or interest in the land (Section 340(1) of
the NLC), that is, a title or interest which is free of all adverse claims or encumbrances not noted on the register.
Indefeasibility is, however, not absolute, as under certain circumstances (e.g. fraud or forgery) a registered title or
interest may be set aside or defeated by one with a superior claim.

Leases and tenancies

The NLC distinguishes tenancies from leases. Tenancies may be granted for terms not exceeding three years. There
is no registration requirement for tenancies under the NLC. Interests 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

                                                           D-15
Appendix D


alienated land (whether freehold or leasehold) may grant leases of the whole or any part thereof. A lease granted
must be more than three years and
k         up to 99 years if it relates to the whole of the land; or
k         up to 30 years if it relates to a part only thereof.

The lease granted is required to be registered with the relevant Land Registry/Office in order to vest in the lessee the
lease. Any lease which is not registered will not be able to vest in the lessee any interest in respect of the lease.

Restraints on dealings

There may be restraints on dealings where the land in question involves Malay reserved land, customary land or
native land. The Malay Reservation Enactments of the various states seek to secure the Malays’ interest in such land
by generally prohibiting the disposition of such land by the State and prohibiting private dealings in Malay reserved
land. Any disposal, dealing or attempt to dispose of or deal in Malay reserved land in contravention of the respective
enactments will be rendered null and void and no action for breach of contract shall be maintained in respect of such
disposal or dealing. The prohibition imposed by the Malay Reserve Enactments of the respective states can be
classified as a prohibition against disposition by the States and against private dealings.

The present Malay Reservation legislation in the Malay states (namely, Kedah, Perlis, Kelantan, Terengganu and
Johor) has adopted the policy of providing for exceptions to the prohibition by permitting alienation and dealings in
favor 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 (in the state of Malacca) shall only be transferred, charged, leased or
transmitted to a Malay. With regard to native land in Sabah and Sarawak, dealings in respect of the same are
prohibited except in the circumstances provided for in the Sabah Land Ordinance and the Sarawak Land Code.

Restrictions in interest

Restrictions in interest are limitations expressly endorsed on the document of title to the property which limits the
powers of the property owner to deal with the property. An example of a restriction is such as the property owner
may not being permitted to sell, transfer and charge the property in favor of any third party without consent of the
State Authority of the relevant state. Restrictions in interest imposed on the title will run with the property. This
means that the restrictions bind not only the present owner but also all future owners of the property. In the case of a
strata title property, where the restriction in interest has been endorsed on the master title, the restrictions apply to
the beneficial owner as well, even though the strata title may not have been issued.

Private caveats

Under the NLC, where a person has a claim to a title or any registrable interest in any alienated land, he may lodge a
private caveat to protect his interest. Once a private caveat is lodged, the registered proprietor may not register or
endorse any dealing on his title without first removing the private caveat or first obtaining the consent in writing of
the person who lodged the caveat. A proprietor (or any aggrieved person or body) may apply to the Registrar of
Titles/Land Administrator or the courts for the removal of the private caveat. A private caveat, if not earlier
withdrawn or removed by the Registrar of Titles/Land Administrator or the court, will expire six years from the time
of entry. A non-citizen or foreign company is required to obtain the prior approval of the State Authority before
lodging a private caveat. However, the private caveat will not be able to prevent the registration or endorsement of a
dealing by the registered proprietor if the application for registration/endorsement of the dealing was made before
entry of the private caveat.

Charge over land

In Malaysia, it is common for financiers to take a security (such as a charge) over properties (including land) of the
borrower for the financing provided. A charge over land takes effect upon registration so as to render the land or
lease in question liable as security. A chargee is required to comply with the NLC when enforcing the charge.
Where the chargee enforces the charge by way of sale of the land or lease, the chargee is required, amongst others,
to serve a default notice in the form as prescribed by the NLC and apply to the court (for registry titles) or the Land
Administrator (for land office titles) for an order for sale.

                                                         D-16
Appendix D


Buying and selling of real property
The practice and procedures of buying and selling of real estate properties in Malaysia have been shaped by legal
concepts specific to dealings in real property in Malaysia. It has also been shaped by constraints of the original
documents not yet in the physical possession of the relevant property owner. It is accepted in Malaysia that real
property with or without individual documents of title issued is capable of sale and purchase. The transfer of
property with individual title is effected by registration of an instrument of transfer in a format prescribed under the
NLC at the relevant Land Registry/Office. In the case of property without individual documents of title, conveyance
of the property is made by way of a legal assignment of all the rights, interest and title in respect of the property
under the principal sale and purchase agreement (made between the original proprietor and/or the developer (as the
seller) and the first purchaser) in favor of a new purchaser.

Strata Property

Sub-division of land
The Strata Titles Act [1985] (“STA”) governs the sub-division of land and buildings into parcels and the disposition
of titles in relation to the same. Under the STA, it is compulsory for an owner of a building which has sold or agreed
to sell any parcel comprised in his building to any person, to apply for individual strata title to the parcel within the
certain period stipulated in the STA.

Management Corporation
Under Section 39 of the STA, a management corporation is established upon issuance of the strata titles. The
management corporation is an artificially created entity, consisting of all parcel owners. Upon its establishment, the
management corporation is responsible for the maintenance and management of common areas such as open
spaces, lifts, corridors and communities facilities other than the lot comprised in any parcels or units. A
management corporation may only act or make decisions:
k         through its members at a general meeting;
k         through its council members; or
k         by appointing and delegating to an administrator the power to make decisions on various matters.
In the latter two cases, the decisions where properly made will be binding on the management corporation as if
passed by valid resolution at a general meeting.
The STA provides for meetings to be held periodically. There are three types of meeting provided under the STA,
namely, the first annual general meeting, the annual general meetings and the extraordinary general meetings. The
first annual general meeting is for the purpose of, among other things, to confirm or vary the amounts of
contributions to the management fund, to determine the members of the council, 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 a management corporation annually for the consideration of accounts, election
of council members and the transaction of such other business as may arise, whereas extra ordinary meetings are
held by the council of the management corporation upon request by the parcel owners or commissioner of buildings
or when the council deems appropriate.
At general meetings, each proprietor will have one vote on a show of hands and on a poll will have such number of
votes as that corresponding with the number of share units attached to his parcel. A co-proprietor may vote by
means of a jointly appointed proxy. Purchasers of parcels who have paid the full purchase price but whose titles to
their respective parcels are still registered in the name of their vendors, have no voting rights.
The STA provides that every parcel will have a share value approved by the relevant authority and expressed in
whole numbers to be known as share units. Generally, the share units are allotted to the parcels based on the areas at
the parcels. The share units of a proprietor’s parcel are of considerable importance as they determine, among others,
the following:
(a)      voting rights of the proprietors on a poll;
(b)      the quantum of the undivided share of each parcel owner in the common areas;

                                                         D-17
Appendix D


(c)      the proportion of the contribution payable by each parcel owner to the management fund;
(d)      a parcel owner’s liability for the discharge of debts of the management corporation lawfully incurred in the
         exercise of it power or the carrying out of its duties or obligations.
By regulating the voting rights of a proprietor, the share units essentially determine the part played by a parcel in the
administration of the strata scheme. The voting rights can be material in matters requiring a special resolution and
where a poll is demanded.
The fact that a parcel owner’s undivided share in the common areas is determined by the share units may not have
much significance in relation to the use and enjoyment of the common areas but it will be highly relevant when
profits resulting from transactions involving the common areas are distributed, such as where part of the common
areas are leased. It will also determine a proprietor’s undivided share in the land or in the proceeds of a sale of the
land as well as his share in any surplus funds of the management corporation on termination of the strata scheme.
In practice, the most significant function of the share units is that it determines a parcel owner’s contribution to
maintenance and administrative expenses and his proportional debts of the management corporation.

Joint Management Body
Prior to the establishment of the management corporation, a joint management body must be established under the
Building and Common Property (Maintenance and Management) Act 2007 (“BCPA”) to maintain and manage the
common areas. The joint management body, which consists of the developer and parcel purchasers, must be formed
upon the convening of the first meeting no later than 12 months from the date of delivery of vacant possession of the
parcels to the purchasers. The joint management body is required to elect a joint management committee at a
general meeting to perform the duties of the joint management body and to exercise the powers of the joint
management body under the BCPA. The joint management committee consists of one representative of the
developer and not less than five but not more than 12 purchasers. As in the case of the management corporation,
there are three types of meetings namely, the first annual general meeting, the annual general meetings and the
extraordinary general meetings. At the first general meeting, each purchaser of a parcel who has paid his
maintenance charges to a building management account is entitled to vote by show of hands. The joint
purchasers will only be entitled to vote by appointing a proxy. The BCPA does not provide for voting on poll.
Therefore, each purchaser of a parcel is only entitled to one vote regardless of the share units allotted to his parcel.
Except for the first general meeting, there is no provision in the BCPA which governs the manner in which the
purchasers and developer exercise their voting rights in the subsequent annual general meetings and the
extraordinary general meetings. As such, all the purchasers and the developer will have to mutually agree on
their voting rights in the said meetings. Such uncertainty, in turn, may result in certain purchasers not being able to
exercise control in respect of their contribution to maintenance and administrative expenses despite their parcels
being allotted with higher share units. The joint management body will be deemed to be dissolved three months
from the date of the first meeting of the management corporation.

Acquisition of property by a non-Malaysian citizen or a foreign company

The NLC
Under Section 433B of the NLC, a non-Malaysian citizen or foreign company is not allowed to acquire any land
(other than industrial land) in Peninsular Malaysia unless prior approval of the state authority has been obtained.
Under the NLC, a foreign company means:
(a)      a company, corporation, society, association, or other body incorporated outside Malaysia;
(b)      an unincorporated society, association, or other body which under the law of its place of origin may sue or
         be sued, or hold property in the name of the secretary or other officer of the body or association duly
         appointed for that purpose and which does not have its head office or principal place of business in
         Malaysia;
(c)      a company incorporated under the Act with 50.0% or more of its voting shares held by a non-Malaysian
         citizen, or by a foreign company referred to in paragraph (a), or by both, at the time of the proposed
         acquisition of any land or any interest in land or at the time of the execution of the instrument or deed in
         respect of any alienated land or any interest therein, as the case may be; or

                                                         D-18
Appendix D


(d)      a company incorporated under the Act with 50.0% or more of its voting shares held by a company referred
         to in paragraph (b), or by a company referred to in paragraph (a), at the time of the proposed acquisition of
         any land or any interest in land or at the time of the execution of the instrument or deed in respect of any
         alienated land or any interest therein, as the case may be.

Guidelines on acquisition of properties
Before June 30, 2009, acquisition of real properties(e.g. land, land with building, commercial unit or residential
unit) in Malaysia by a non-Malaysian citizen or foreign company is subject to the Guidelines on the Acquisition of
Properties by Local and Foreign Interest issued by the Economic Planning Unit, Prime Minister’s Department
(“FIC Guideline”) and requires the approval of the Foreign Investment Committee of the Prime Minister’s
Department (“FIC”), although some exemptions may apply. Under the FIC Guideline, foreign persons and entities
are allowed to acquire industrial property, e.g. industrial land, factory or factory lot, without any price limit but this
must be registered under a locally incorporated company subject to equity conditions on the company. The usual
condition imposed by the FIC is that the company must have at least 30% Bumiputera equity participation.
The FIC Guideline has been repealed on June 30, 2009 following the announcement made by YAB Prime Minister
of Malaysia. Following the repeal of the FIC Guideline, the 30% Bumiputera equity condition imposed in the FIC
Guideline is no longer applicable. The condition imposed earlier on by FIC pursuant to any approval granted is
deemed waived automatically upon the announcement by YAB Prime Minister.
The abolishment of the 30% Bumiputera equity requirement involves equity ownership at firm level except for
transactions involving dilution of properties by Bumiputera interests and/or Government agencies. The new policy
of the Malaysian Government is now enshrined in the Guideline on Acquisition of Properties (“New Guideline”)
issued by the Economic Planning Unit of the Prime Minister Department (“EPU”). Under the New Guideline, the
following property acquisition transactions, except for residential units, shall require approval of EPU:
(1)      direct acquisition of property valued at RM20 million and above, resulting in the dilution in the ownership
         of property held by Bumiputera interest and/or government agency; and
(2)      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 percent of its total assets, and the said property is valued more than RM20 million.

Japan

The land system
The Civil Code of Japan governs real property rights. Japanese law recognizes a number of interests in land. In
particular, Japanese law allows for separate ownership (Shoyuuken) of a piece of land and the building thereon. The
Chijou-ken (Superficiar) is an interest in land that permits the holder to use all or a part of another person’s land to
build structures, underground installations, or plant trees. In general, the Chinshaku-ken (Leasehold) is a
contractual interest that permits the holder to use the leased asset in return for payment of rent. A leasehold
interest that qualifies for mandatory statutory protection under the Land Lease and Building Lease Law, however,
gains legal rights that are similar to in rem interests. By way of such statutory protection, a substantial part of the
tenants of a leased building and the owners of a building on leased land may perfect leasehold interest against a third
party. The Chieki-ken (Easement) is an in rem interest that permits the holder of the land to use another person’s land
for the benefit of the holder, such as a right to access the land.

Documents of title
Title to real estate in Japan, whether title to land, a building, or a unit interest in a condominium unit, is evidenced by
registration in the real estate register maintained by the regional Legal Affairs Bureau, subordinate to the Ministry
of Justice. The register is publicly available for inspection and includes the aforementioned interest in land.
Registration is neither conclusive evidence of title, nor is it compulsory to possess and occupy the land, but
registration is required to perfect the title to real estate against third parties. For each parcel of real estate, the public
register sets out a description of the property and its ownership, including the name of the owner, the date acquired,
the cause of acquisition and information on previous registered title owners. If any attachment or injunction has
been issued regarding a parcel of real estate, such information is also recorded.

                                                            D-19
Appendix D


Transfer of ownership in properties
Transfer of ownership in real estate becomes legally binding upon the valid acceptance of an offer for sale. Unless
otherwise agreed upon, the sale is legally binding upon execution of the sale contract, although, in usual
commercial real estate transactions, certain closing conditions and the closing date are provided in the sale
contract. While registration is not a condition to the transfer of title, registration is required to perfect the transfer of
title. Additionally, in order to reduce transaction tax costs, it is common in commercial real estate transactions for a
seller to entrust the subject real property and to, thereafter, transfer the rights to the same in the form of a trust
beneficiary interest to a purchaser. A written consent from a trustee of the trust (usually a licensed trust bank) with a
certified date stamp from a public notary is required in order to transfer the trust beneficiary interest and to perfect
the transfer.

Mortgage of properties
Mortgages on land or buildings are governed by the Civil Code of Japan, and a mortgagor may execute a mortgage if
a debtor defaults on his repayment of the loan. Mortgage registration operates in a manner similar to other real
estate interests, in that the mortgage must be reflected on the real estate register maintained by the local Legal
Affairs Bureau as a registered mortgage in order for the security interest to be asserted against third parties. Where a
transaction is accomplished by way of an acquisition of real estate trust beneficiary interests instead of the
underlying real property itself, a pledge is created over the real estate trust beneficiary interests for the benefit of
secured lenders, and such pledge is perfected by way of written consent of the trustee (with a certified date stamp
from a public notary) and such pledge is not registered on the real estate register.

Leasing and management of properties
Japanese rental of buildings, in general, is governed by the Civil Code of Japan. Furthermore, the Land Lease and
Building Lease Law provides exceptional rules to protect lessees. Lease agreements usually prohibit the tenant
from assigning the lease or sub-leasing without the consent of the landlord. However, lease agreements usually do
not prohibit the change of control of the tenant or the lessor. There are two types of building leases under these rules:

Futsu Shakuya (Standard Building Lease)
The standard building lease contains no restriction as to the lease term, but any lease term of less than one year is
deemed to have been entered into for an indefinite term. The most important aspect of a standard building lease is
that it is automatically renewed, or deemed renewed on continuous use following expiry automatically, unless the
landlord objects in a timely manner and is able to show “justifiable reason” for non-renewal, a standard difficult to
satisfy.

Teiki Shakuya (Fixed-term Building lease)
A fixed-term lease is a relatively new type of lease (enacted in 2000) that is distinct in that automatic renewal will
not apply if all the following factors are met: (i) the lease is in writing; (ii) the lease provides for a definite term;
(iii) the lease provides that there is no renewal; and (iv) the tenant has received prior written explanation of non-
renewal before executing the lease. The lease subsequently terminates upon notice of termination given at least six
months before, but no more than one year before, the expiry date. If notice is given following such notice period, the
lease terminates on the lapse of six-months from such notice.

Vehicle for property ownership

Tokutei Mokuteki Kaisha
Various legal entities are used in real property transactions in Japan. Incorporated entities, such as kabushiki kaisha,
godo kaisha and tokutei mokuteki kaisha (“TMK”), all of which provide limited liability to their shareholders, are
common. TMK, a special purpose company established under the Law concerning Asset Liquidation, is entitled to
reduced tax rates (upon acquisition of a real property) provided certain criteria are met. TMK can also constitute a
tax pass-through entity (although only with respect to profits), if certain criteria are satisfied. The TMK
arrangement is preferred by foreign investors because it is believed that the Japanese tax authorities are less
likely to challenge the legitimacy of the TMK’s pass-through tax treatment, compared with a tokumei kumiai
scheme, another typical tax pass-through investment scheme in Japan. Incorporation of a TMK is not difficult and is

                                                           D-20
Appendix D


not materially different from the incorporation of the more standard forms of companies. However, in the case of a
TMK, an asset liquidation plan must be submitted to the relevant Local Finance Bureau of the Financial Services
Agency. Shares in a TMK are equity interests in such TMK, and therefore, once the value of real properties owned
by the TMK is decreased or damaged, it is possible that shareholders of the TMK will not receive dividend on their
shares or return of their original capital investments from the TMK. Additionally, in a non-recourse loan
transaction, a lender usually requests shareholders or other ultimate equity inventor(s) of a TMK, as a sponsor
to the TMK, submit a sponsor letter to the lender. Typically, in case of knowing misrepresentation, fraud, or such
other “bad boy acts” of the TMK, the sponsor is required to indemnify the lender against damage caused by such
acts, although the scope and coverage of a sponsor’s indemnification under a sponsor letter depends on the deal.

Regulatory issues

Financial Instruments and Exchange Law
With certain provisions of the Financial Instruments and Exchange Law (a new securities law, “FIEL”) regulating
asset managers of real estate investments, asset managers are subject to various regulations under FIEL (e.g.
fiduciary duty, duty of care, prohibition from indemnifying client’s loss, asset managers must submit explanatory
letters to their non-professional (ippan toshika) clients before, and at the time of, the execution of asset management
agreements). Such asset managers are now required to register as financial instrument transaction operators. Asset
managers providing asset management services for real estate securitization transactions will typically obtain
(i) either a (a) discretionary investment management (toshi un-yo gyo) registration or (b) a non-discretionary
investment advisory (toshi jogen gyo) registration, and (ii) if its customer (i.e. a special purpose company holding a
real property) purchases and sells real property in the form of a trust beneficiary interest, a second class financial
instruments transaction operator registration (dai nishu kin-yu shohin torihiki gyo).

Real Estate Brokerage Business Act
The mere leasing of real properties by itself will not trigger any licensing requirements. However, sales or purchases
of real properties, or brokerages of sales, purchases or leases of real properties, as a business, will trigger licensing
requirements under the Real Estate Brokerage Business Act. The master leasing business (i.e. the leasing of
properties directly or indirectly through a trustee owner entrusted from specified purpose companies and
sub-leasing the same properties to tenants) is generally considered not to trigger such licensing requirements,
although there are another interpretations.
Money Lending Business Act
The mere making of a loan in Japan will not trigger any licensing requirements. However, a lender who repeatedly
makes loans to residents of Japan or an asset manager who repeatedly makes loan arrangements for special purpose
companies may be found to be engaging in the business of money-lending and, thus, would be required to register as
a money-lending business operator. Although it is relatively rare for a regulatory office to penalize an asset manager
who solely conducts loan arrangements for its own special purpose companies for lack of registration, an asset
manager without such registration potentially faces the risk of breaching the Money Lending Business Law.

India
The Indian legal system is essentially based on the British common law system and most of the prevalent laws in the
country, including the real estate laws, have their parentage in corresponding British laws. There are a series of
Central and State laws that govern real estate in India. The principal Central statute governing real estate
transactions is the Transfer of Property Act, 1882 (the “TP Act”) which (subject to state adoptions) deals with
transfer, conveyance, gifts, mortgage, leases, etc. of property. However, under the Constitution of India, states have
the legislative and administrative jurisdiction in respect of lands falling within their jurisdictions. State legislation
vary from state to state and there are differing laws relating to such matters as land ownership, land categories such
as agricultural lands and non-agricultural lands, urban, municipal, industrial, residential, commercial and others,
tenureship, land ceiling, land use, stamp duties, land revenue and consolidation of holdings. For example, the
acquisition of land by private entity is regulated by state land revenue codes and laws which prescribe limits up to
which an entity may acquire agricultural land and similarly there are laws governing urban land ceiling as well
(though urban land ceiling exists presently in few states only). The transfer of agricultural land is subject to laws
enacted by the appropriate state legislature. Municipal authorities, town planning and zoning regulatory authorities

                                                         D-21
Appendix D


also have jurisdiction over lands. Such authorities designate for the purposes of development lands falling in their
jurisdiction into various uses such as residential, industrial, commercial and others. These authorities also prescribe
and control development norms, building plans and by-laws and the provision of infrastructure facilities for
developments. Lately, environmental issues and environment linked permissions, licenses and sanctions have
become extremely important necessary preconditions to large-scale developments.
Indian property laws are sufficiently defined and are continuously being streamlined and reformed to suit the
evolving property systems in consonance with the global context. The prevalent laws and the judicial system play an
instrumental role in upholding and enforcing contracts relating to real estate and statutory functions in this area.
Provided below is a brief overview of the principal modes of acquiring rights, title and interest in respect of
immovable property in India and the significant laws and regulations which govern real estate development in India.

Law relating to transfer of property
Indian laws classify property into movable and immovable. Immovable property is normally understood to include,
among other things, land, buildings and benefits arising out of land and things attached to the earth or permanently
fastened to anything attached to the earth. Unless stated otherwise, references below to property are references to
“immovable property.”

Transfer of Property Act 1882
The TP Act provides general principles of real estate, such as sale, exchange, mortgage, lease and gift of property,
part-performance and lis pendens. A person who has invested in immovable property or has any share or interest in
the property is presumed to have notice of the title above any other person in residence. The TP Act recognises,
amongst others, the following forms in which an interest in an immovable property may be transferred:
k         Sales: the transfer of ownership in property for a price, paid or promised to be paid.
k         Mortgages: the transfer of an interest in property for the purpose of securing the payment of a loan,
          existing or future debt, or performance of an engagement which gives rise to a pecuniary liability. The TP
          Act recognises several forms of mortgages over a property.
k         Charges: transactions including the creation of security over property for payment of money to another
          which are not classifiable as a mortgage. Charges can be created either by an operation of law, for
          example, a decree of the court attaching specified immovable property, or by acts of the parties.
k         Leases: the transfer of a right to enjoy property for a certain time period or in perpetuity for consideration
          paid or rendered periodically or on specified occasions. A detailed discussion on leases is provided below.
In addition to the above, the owner of property is entitled to enjoy or transfer the right to use or derive benefit from
that property (the “usufruct”). A lessee of property may also enjoy the benefits arising out of land. The owner of
immovable property may also create a right over the usufruct of that property by creation of a usufructory mortgage.
Further, it may be noted that with regards to transfer of any interest in the property, the transferor transfers such
interest, including any incidents, in the property, which he is capable of passing and under law, he cannot transfer a
better title than what he possesses.

Co-ownership & joint ownership
The TP Act recognises co-ownership and joint ownership of property. One of the co-owners of a property may
transfer its interest in the property and the transferee in such a case acquires the transferor’s right to joint possession
or other common or part enjoyment of the property. The transferee in such a case also acquires the right to enforce
the partition of the property. If a co-owner’s share in the property is ascertainable, it would be termed as
co-ownership, in absence of which it will be termed as joint ownership. Further, the law also recognises joint
possession by lessors.

Leasehold rights
As noted above, a lease creates a tenancy right in favour of the lessee to enjoy property that is subject to a lease. The
term of the lease and the mode of termination of the lease can be determined by the parties.

                                                          D-22
Appendix D


Under the lease of a property, the lessee has a right of enjoyment of the property without interruption for a certain
period or in perpetuity, provided that the lessee continues to pay the rent reserved by the lease agreement and
performs other terms and conditions that are binding on the lessee. The reversionary rights are however vested in the
owners.

Sub-leases or transfers of the interests held by a lessee to another person are usually regulated by the terms of the
underlying lease. Further, the TP Act stipulates that a lessee shall not erect any permanent structure on leased
property without the consent of the lessor, except where such fixture is for an agricultural purpose. However, the TP
Act does not prohibit the assignment of lease agreements, though this may be restricted by the terms of the lease.

The leasehold pattern of rights and interest in immovable property are also prevalent in respect of agricultural land
holdings. In several state jurisdictions, the state government are owners of lands and private entities are lease
holders, albeit in perpetuity.

Easements

The law relating to easements and licences in property is governed by the Indian Easements Act, 1882 (the
“Easements Act”). An easement is a right which the owner or occupier of land possesses over the land of another for
beneficial enjoyment of his land. Such a right may allow the owner of the land to do and continue to do something or
to prevent and continue to prevent something being done, in or upon land which is not his own. Easementary rights
may be acquired or created by (i) an express grant; or (ii) a grant or reservation implied from a certain transfer of
property; or (iii) by prescription, on account of long use, for a period of twenty years; or (iv) local custom.

Licences

Licences over property are governed principally by the Easements Act. Under the Easements Act, a licence is
defined as a right to use property without any interest created in favour of the licencee as opposed to a lease, which
creates an interest in favour of the lessee. Therefore, a licencee does not have any juridical possession of the
property but only an occupation. Unlike a lessee, a licencee does not have any interest in the property. The period
and incident upon which a licence may be revoked may be provided in the licence agreement entered into between
the licensor and the licencee.

Registration Act, 1908

The Indian Registration Act, 1908 (the “Registration Act”) has been enacted with the object of providing public
notice of the execution of documents affecting a transfer of interest in property. The purpose of the Registration Act
is the conservation of evidence, assurances and title, as well as the publication of documents and prevention of
fraud. It details formalities to register documents. The Registration Act identifies documents for which registration
is compulsory and includes, among others, any non-testamentary instrument which purports or operates to create,
declare, assign, limit or extinguish, whether presents or in the future, any right, title or interest, whether vested or
contingent, in property of the value of Rp100.0 or more, and a lease of property for any term exceeding one year or
reserving a yearly rent. A document will not affect the property comprised in it, nor be treated as evidence of any
transaction affecting such property (except as evidence of a contract in a suit for specific performance or as
evidence of part performance under the TP Act or as collateral), unless it has been registered. The process of
registration of a document involves submission of the document to be registered at the office of the Registrar or
Sub-Registrar in the relevant district where the property is situated along with payment of appropriate amount of
stamp duty. Evidence of the registration is normally available through an inspection of the relevant land records,
which usually contain details of the registered property.

Indian Stamp Act, 1899

There is a direct relationship between the Registration Act and the Indian Stamp Act, 1899 (the “Stamp Act”).
Stamp duty is payable on instruments evidencing a transfer or creation or extinguishment of any right, title or
interest in immovable property. The Stamp Act provides for the imposition of stamp duty at the specified rates on
instruments listed in Schedule I of the said Act. However, states have the power to prescribe the stamp duty rates for
various instruments (leases, sale deed, mortgage deed, etc). Instruments chargeable to duty under the Stamp Act
which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained
therein. The Stamp Act also provides for impounding of instruments and imposition of penalties, for instruments

                                                         D-23
Appendix D


which are not sufficiently stamped or not stamped at all. Unduly stamped instruments can be validated by paying a
penalty of up to 10 times of the total duty payable on such instruments.

Urban Land (Ceiling and Regulation) Act 1976
This social legislation fixed ceilings on vacant and urban land. Under this legislation, excess vacant land is required
to be surrendered to a “Competent Authority” for a minimum level of compensation. Alternatively, the “Competent
Authority” was empowered to allow the land to be developed for permitted purposes. The Government of India
repealed this Act in relation to most areas with effect from January 11, 1999 by enacting the Urban Land (Ceiling
and Regulation) Repeal Act, 1999. However, it is still in force in certain states including Assam, Bihar, Jharkhand
and West Bengal. In states where the urban land ceiling law is still operative, there are restrictions on the purchase
of lands in urban areas beyond the permissible limit.

Land Acquisition Act, 1894
The Government of India is empowered to acquire and seize any property. However, the courts in India have,
through numerous decisions, stipulated that any property acquired by the government must satisfy the due process
of law. The key legislation relating to the expropriation of property is the Land Acquisition Act, 1894 (the “Land
Acquisition Act”). Under the provisions of the Land Acquisition Act, land in any locality can be acquired
compulsorily by the government whenever it appears to the government that it is needed or is likely to be needed for
any public purpose or for use by a corporate body. Under the Land Acquisition Act, the term “public purpose” has
been defined to include, among other things, the provision of village sites, or the extension, planned development or
improvement of existing village sites, the provision of land for town or rural planning, the provision of land for its
planned development from public funds in pursuance of any scheme or policy of government and subsequent
disposal thereof in whole or in part by lease, assignment or outright sale with the object of securing further
development as planned, the provision of land for any other scheme of development sponsored by government, or,
with the prior approval of the appropriate government, by a local authority and the provision of any premises or
building for locating a public office, but does not include acquisition of land for companies.
The Land Acquisition Act lays down the procedures which are required to be compulsorily followed by the
Government of India (“GOI”) or any of the state governments, during the process of acquisition of land under the
Land Acquisition Act. The procedure for acquisition, as referred to in the Land Acquisition Act, can be summarised
as follows:
k         identification of land;
k         notification of land;
k         declaration of land;
k         acquisition of land; and
k         payment of compensation and ownership of land.
The Act provides for vesting of the lands in the GOI at the very first instance of notification when urgent provisions
of the Act are invoked.
Any person having an interest in such land has the right to object and the right to receive compensation. The value of
compensation for the property acquired depends on several factors, which, among other things, include the market
value of the land and damage sustained by the person in terms of loss of profits. Such a person has the right to
approach the courts. However, the only objection that the land owner can raise in respect of land acquisition is in
relation to the amount of compensation.

Laws for classification of land user
Usually, land is publicly classified by the governmental authority under one or more categories, such as residential,
commercial, agricultural, industrial and institutional etc. Land classified under a specified category is permitted to
be used only for such purpose. In order to use land for any other purpose, the classification of the land may need to
be changed in the appropriate land records by making an application to the relevant municipal or land revenue
authorities.

                                                        D-24
Appendix D


In addition, some states in India have imposed various restrictions, which vary from state to state, on ownership and
on the transfer of property within such states. Such restrictions provide for tenureship instead of absolute
ownership, restrictions on the transfer of property, including among other things, a prohibition on the transfer
of agricultural land to non-agriculturalists, a prohibition on the transfer of land to a person not domiciled in the
concerned state and restrictions on the transfer of land in favour of a person not belonging to a certain tribe.

Land use planning and its regulation, including the formulation of regulations for building construction, form a vital
part of the urban planning process. There are several authorities which have jurisdiction to regulate land use
planning and real estate development activities in each Indian state. Though a single window mechanism is a
preffered mode, there exist multiple windows and levels of such approving authorities which can result in delays in
approvals.

Various enactments, rules and regulations have been made by the GOI, concerned state governments and other
authorised agencies and bodies such as the Ministry of Urban Development, State Land Development and/or
Planning Boards, local municipal or village authorities, which deal with the acquisition, ownership, possession,
development, zoning, planning, management and taxation of land and real estate. All relevant applicable laws, rules
and regulations have to be taken into consideration by any person or entity proposing to enter into any real estate
development or construction activity in this sector in India.

Development laws

The laws for the development of land may differ in each state. A license or approval for developing the land may be
required as per the relevant local jurisdictional laws.

While granting licences for development of townships, the authorities generally levy development or other external
development charges for the provision of peripheral services. Such licences require approvals of layout plans and
building plans for construction and development activities. The licences are governed by relevant statues.

Agricultural land

The acquisition of land is regulated by state land revenue laws and code which prescribe limits up to which an entity
may acquire agricultural land. Any transfer of land which results in the aggregate land holdings of the transferor or
the acquirer in the state to exceed this ceiling is void, and the surplus land is deemed, from the date of the transfer, to
have been vested in the state government free of all encumbrances.

The agricultural lands may be acquired by different entities for development. After and once a conversion
certificate from the appropriate authority is obtained, with respect to a change in use of the land from agricultural to
non-agricultural, the ceilings referred to above will not be applicable. The conversion of land from agricultural to
non-agricultural is affected upon payment of conversion charges and other charges, which may vary from state to
state and location to location. The transfer of agricultural land is subject to laws enacted by the appropriate state
legislature.

Environment (Protection) Act, 1986

The real estate sector is subject to many central, state and local regulations designed to protect the environment.
Among other things, these laws regulate the environmental impact of construction and development activities,
emission of air pollutants and discharge of chemicals into surrounding water bodies. These various environmental
laws give primary environmental oversight authority to the Ministry of Environment and Forest (“MoEF”), the
Central Pollution Control Board (“CPCB”) and the State Pollution Control Board (“SPCB”). The MoEF is the key
national regulatory agency responsible for policy formulation, planning and co-ordination of all issues related to
environmental protection. The CPCB is the law enforcing body at the national level. It enforces environmental
legislation, coordinates the activities of ‘State Pollution Control Committees’, establishes environmental standards
and plans and executes a nationwide programme for the prevention, control and abatement of pollution.

With respect to forest conservation, the Forest (Conservation) Act, 1980 prevents state governments from making
any order directing that any forest land be used for a non-forest purpose or that any forest land is assigned through
lease or otherwise to any private person or corporation not owned or controlled by the government without the
approval of the central government.

                                                          D-25
Appendix D


The Ministry of Environment and Forests mandates that “Environment Impact Assessments” must be conducted for
projects. In the process, the said Ministry receives proposals for the setting up of projects and assesses their impact
on the environment before granting clearances to the projects. The Environment Impact Assessment Notification
S.O. 1533, issued on September 14, 2006 (the “EIA Notification”) under the provisions of Environment
(Protection) Act 1986, prescribes the nature of projects which require prior Environmental Impact Assessment
Clearance (“EIAC”) from the State Level Environment Impact Assessment Authority (“SEIAA”) based on
recommendations of the State Environmental Appraisal Committee (“SEAC”).
The environmental clearance must be obtained from the SEIAA according to the procedure specified in the EIA
Notification. No construction work, preliminary or other, relating to the setting up of a project can be undertaken
until such clearance is obtained.
Under the EIA Notification, the environmental clearance process for new construction projects consists of two
stages – screening and appraisal. The screening stage is done for determining whether or not the project or activity
requires further environmental studies for preparation of an Environmental Impact Assessment (“EIA”) for its
appraisal. Appraisal means the detailed scrutiny by the SEAC of the application and other documents like the Final
Environment Impact Assessment Report and outcome of the public consultations including public hearing
proceedings submitted by the applicant to the regulatory authority concerned with the grant of environmental
clearance. This appraisal is made by SEAC.
The EIA Notification also provides for the validity period of the EIAC depending upon the nature of the
construction project. The project developer/manager concerned is required to submit a half yearly report to the
Impact Assessment Agency to enable it to effectively monitor the implementation of the recommendations and
conditions subject to which the environmental clearance has been given.

Building consents
Each state and city has its own set of laws, by-laws, master plans/zonal plans, which govern planned development
and rules for construction (such as limits in relation to floor area ratio or floor space index (“FSI”)). The various
authorities that govern building activities in states include, inter alia, the “Town and Country Planning
Department”, municipal corporations and the “Urban Arts Commission.” Any application for undertaking any
construction or development activity has to be made to such authorities, which is a state level department engaged
in the physical planning of urban centres and rural areas in the state. Authorities such as the ’Town and Country
Planning Department’ prepare the schemes and projects of various different agencies so as to improve living and
working environments and to provide planned and developed sites for residential, commercial and industrial
purposes.
The municipal corporations regulate building development and construction norms. For example, building plans
are required to be approved by the relevant municipal authority. The Urban Arts Commission advises the GOI in the
matter of preserving, developing and maintaining the aesthetic quality of urban and environmental design in some
states and also provides advice and guidance to any local body with respect to building or engineering operations or
any development proposal which affects or is likely to affect the skyline or the aesthetic quality of the surroundings
or any public amenity provided therein. Under certain state laws, the local body, before it accords its approval for
building operations, engineering operations or development proposals, is obliged to refer all such operations to the
“Urban Arts Commission” and seek its approval for the project.
Besides the above, certain consents and no objections may also be required from various other departments, such as
the “Fire Department”, the “Airport Authority of India,” the “Archaeological Survey of India,’’ the “Land Revenue
Departments,” “Forest Departments” etc. Obtaining all these approvals can be time consuming. Sometimes, there
can be intervention by third parties through court action against land use change.




                                                        D-26
Appendix D


Modes of acquisition of interest and development rights in property
Due to the constraints under the laws prescribing a ceiling on the acquisition of land, a real estate development
company (“REDC”) may enter into a range of agreements in order to acquire interests in land. Brief details of the
most common arrangements are provided below:

Agreements for acquisition of land
REDCs usually enter into agreements with third parties, which may be in the form of an agreement to sell or a
memorandum of understanding, for the acquisition of land and pooling of land resources, for the purpose of the
development of specified projects such as integrated townships. Under such agreements, the contracting parties
agree to acquire land in certain areas selected by the REDC, which agrees to provide an interest-free fund to such
contracting parties for meeting the costs of the acquisitions. Further, the contracting parties are required to pool the
acquired land with the land owned by the REDC and deliver possession of the same to the REDC, for the purpose of
developing the project. Typically, an REDC is free to develop the land at its absolute discretion and is also
authorised to develop, market and sell the project at its own cost, risk and expense.

Joint development agreements
Another mode of acquiring land used by REDCs is to enter into Joint Development Agreements (“JDAs”) with the
title holders of land (on which the real estate projects have been envisaged) for joint development or development
by the REDCs, of the real estate projects. The JDAs may be in the form of a memorandum of understanding or a
joint venture agreement (wherein the parties agree to undertake joint development of the project and their rights
inter-se will be determined by the JDA). Under the terms of a JDA, REDCs may be authorised to develop, construct,
finance and market the project on the relevant land. For the purpose of development and construction of the project,
REDCs are required to comply with approved, building plans in relation to the project.

Public auctions and Government allotment
The governments in various states undertake large real estate development projects, for the purposes of which bids
satisfying certain eligibility criteria (such as technical and financial criteria) are invited. After evaluation of the bids
submitted by the REDCs, the government through the various regional bodies and local development authorities,
selects the most eligible REDC for the development of the project and undertakes to grant, certain rights for the
purposes of a project such as a perpetual lease of the project land in favour of the REDC, subject to satisfaction of
certain conditions. In the ordinary course, the governmental authority may grant such an undertaking in the form of
a reservation-cum-allotment letter, the salient terms of which usually include among other things, the nature of
allotment (lease, conveyance, etc.), the period of grant, the consideration for allotment and the payment schedule.

Foreign investment in Indian property

FDI in India
Foreign Direct Investment (“FDI”) in an Indian company is governed by the provisions of the Foreign Exchange
Management Act, 1999, as amended and the applicable rules and regulations framed thereunder (“FEMA”) read
with the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000 and amendments thereto (“FEMA Regulations”) and the FDI Policy issued in November 2006 by
the Department of Industry Policy and Promotion (“DIPP”).
FDI is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the
approval route, depending upon the sector in which FDI is sought to be made.
Under the automatic route, no prior GOI approval is required for the issue of securities by Indian companies/
acquisition of securities of Indian companies, subject to the sectoral caps and other prescribed conditions. Such
securities should be either equity instruments or instruments which are fully and mandatorily convertible into
equity instruments within a specified time (such as compulsorily fully convertible debentures and fully
compulsorily convertible preference shares). Further, foreign investments in the Form of compulsorily
convertible preference shares would be treated as part of share capital. This would be included in calculating
foreign equity for purposes of sectoral caps on foreign equity, where such caps have been prescribed. Investors are
required to file the required documentation with the Reserve Bank of India within 30 days of such issue/acquisition
of securities.

                                                           D-27
Appendix D


However, if the foreign investor has any previous joint venture/tie-up or a technology transfer/trademark agreement
in the “same field” in India, prior approval from the Foreign Investment Promotion Board (“FIPB”) is required even
if that activity falls under the automatic route, except as otherwise provided.

Under the approval route, prior approval from the FIPB/RBI is required. FDI for the items/activities that cannot be
brought in under the automatic route may be brought in through the approval route. Approvals are accorded on the
recommendation of the FIPB, which is chaired by the Secretary, DIPP, with the Union Finance Secretary,
Commerce Secretary and other key Secretaries of the GOI as its members.

Acquisition of real estate by foreign nationals and the Immoveable Property Regulations

Under section 6 (3) (i) of FEMA read with the applicable regulations promulgated under FEMA Regulations, the
RBI may, by regulations, prohibit, restrict or regulate the acquisition or transfer of immovable property outside
India, other than a lease not exceeding five years, by a person resident outside India.

In pursuance of the above stated, the Foreign Exchange Management (Acquisition and Transfer of Immovable
Property in India) Regulations 2000 dated May 3, 2000 (as amended from time to time) (“Immovable Property
Regulations”) regulates the acquisition and transfer of immovable property in India.

Under the Immovable Property Regulations, no person resident outside India can acquire or transfer any immovable
property in India, without the prior approval of the RBI, unless the same has been permitted under the FEMA or the
Immovable Property Regulations. Foreign nationals of non-Indian origin may acquire immovable property in India
with the specific approval of the RBI and can transfer such property only with the prior permission of the RBI. The
RBI may, for sufficient reasons, permit the transfer, subject to such conditions as may be considered necessary.

FDI in real estate – Press Note 2 (2005)

Prior to 2 March 2005, FDI in the real estate sector was prohibited. However, now, the real estate sector in India is
open to FDI to a limited extent. With the intention of sourcing the requisite capital for growth of the real estate
sector, the GOI has introduced reforms and liberalised foreign investment policies for this sector. This can be
regarded as the first step towards radically changing and reorganising the real estate sector in the country.

FDI in townships, housing, built-up infrastructure and construction development projects including, among other
things, commercial premises, hotels, resorts, hospitals and city and regional level infrastructure up to 100%, is
permitted under the automatic route, where no approval of the FIPB is required, subject to certain conditions and
policy guidelines notified through Press Note 2 (2005 Series) dated March 2, 2005 issued by the DIPP (“Press
Note 2 (2005)”), which in summary are:
k         a minimum area to be developed on land measuring 10.0 hectares in the case of serviced housing plots and
          50,000 sq. m. in the case of construction development projects. Where the development is a combination
          of the two, the minimum area can be either 10.0 hectares or 50,000 sq. m.;
k         a minimum capitalization of US$10.0 million for wholly owned subsidiaries and US$5.0 million for a
          joint venture, such capitalization to be effected within six months of commencement of business of the
          company;
k         the investment is not permitted to be repatriated before three years from completion of the minimum
          capitalization except with prior approval from the FIPB, Ministry of Finance, GOI;
k         at least 50.0% of the project is required to be developed within five years of obtaining all statutory
          clearances and the responsibility for obtaining such clearances rests with the foreign investor;
k         further, the sale of undeveloped plots is prohibited. “Undeveloped plots” is defined as those plots where
          roads, water supply, street lighting, drainage, sewerage, and other conveniences, as applicable under
          prescribed regulations, have not been made available. It is necessary that the investor provides this
          infrastructure and obtains the completion certificate from the concerned local body or service agency
          before he is allowed to dispose of serviced housing plots; and
k         compliance with the rules, regulations and by-laws of state government, municipal and local body has
          been mandated.

                                                       D-28
Appendix D


Investment by FIIs
Foreign Institutional Investors (“FIIs”) including institutions such as pension funds, mutual funds, investment trusts,
insurance and reinsurance companies, international or multilateral organizations or their agencies, foreign governmental
agencies, sovereign wealth funds, foreign central banks, asset management companies, investment managers or advisors,
banks, trustees, endowment funds, university funds, foundation or charitable trusts or societies and institutional portfolio
managers can invest in all the securities traded on the primary and secondary markets in India.
FIIs are required to obtain an initial registration from the Securities and Exchange Board of India (“SEBI”) and a
general permission from the RBI to engage in transactions regulated under the FEMA. FIIs must also comply with
the provisions of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as
amended from time to time (“FII Regulations”). The initial registration and the RBI’s general permission together
enable the registered FII to buy (subject to the ownership restrictions discussed below) and sell freely, securities
issued by Indian companies, to realize capital gains or investments made through the initial amount invested in
India, to subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments
held and to repatriate the capital, capital gains, dividends, income received by way of interest and any compensation
received towards sale or renunciation of rights issues of shares.
FIIs are permitted to purchase shares of an Indian company through public/private placement under:
(i)      Regulation 5 (1) of the FEMA Regulations, subject to terms and conditions specified under Schedule 1 of
         the FEMA Regulations (“FDI Route”).
(ii)     Regulation 5 (2) of the FEMA Regulations subject to terms and conditions specified under Schedule 2 of
         the FEMA Regulations (“PIS Route”).
In case of investments under FDI Route, investments are made either directly to the company account, or through a
foreign currency denominated account maintained by the FII with an authorised dealer, wherein Form FC-GPR is
required to be filed by the company. Form FC-GPR is a filing requirement essentially for investments made by non-
residents under the ‘automatic route’ or ‘approval route’ falling under Schedule 1 of the FEMA Regulations.
In case of investments under the PIS Route, investments are made through special non-resident Rupee account,
wherein Form LEC (FII) is required to be filed by the designated bank of the FII concerned. Form LEC (FII) is
essentially a filing requirement for FII investment (both in the primary as well as the secondary market) made
through the PIS Route.
Foreign investment under the FDI Route is restricted/ prohibited in sectors provided in part A and part B of
Annexure A to Schedule 1 of the FEMA Regulations.

Ownership Restrictions of FIIs
The issue of securities to a single FII under the PIS Route should not exceed 10.0% of the issued and paid-up capital
of the company. In respect of an FII investing in securities on behalf of its sub-accounts, the investment on behalf of
each sub-account shall not exceed 10.0% of the total issued and paid-up capital. The aggregate FII holding in a
company cannot exceed 24.0% of its total paid-up capital.
The said 24.0% limit can be increased up to 100.0% by passing of a resolution by the board of directors followed by
passing of a special resolution to that effect by the shareholders of the company. Subject to compliance with all
applicable Indian laws, rules, regulations guidelines and approvals in terms of Regulation 15A(1) of the FII
Regulations, an FII may issue, deal or hold, offshore derivative instruments such as “Participatory Notes”, equity-
linked notes or any other similar instruments against underlying securities listed or proposed to be listed on any
stock exchange in India only in favour of those entities which are regulated by any relevant regulatory authorities in
the countries of their incorporation or establishment subject to compliance of “know your client” requirements. An
FII or their Sub-Account shall also ensure that no further downstream issue or transfer of any instrument referred to
hereinabove is made to any person other than a regulated entity. FIIs and their Sub-Accounts are not allowed to issue
offshore derivative instruments with underlying derivatives.

Calculation of Total Foreign Investment in Indian Companies
Pursuant to Press Note 2 (2009 Series), effective from February 13, 2009, issued by the DIPP (“Press Note 2 (2009)”)
read with the clarificatory guidelines for downstream investment under Press Note 4 (2009 Series) dated February 25,

                                                           D-29
Appendix D


2009 issued by the DIPP (“Press Note 4 (2009)”, collectively with Press Note 2, the “Press Notes of 2009”), all
investments made directly by a non-resident into an Indian company would be considered as foreign investment.
Such foreign investments into an Indian company which is undertaking operations in various economic activities
and sectors (“Operating Company”) would have to comply with the relevant sectoral conditions on entry route,
conditionalities and caps. Foreign investments into an Indian company, being an Operating Company and making
investments through equity, preference or compulsory convertible debentures in another Indian company
(“Operating cum Investing Company”) would have to comply with the relevant sectoral conditions on entry
route, conditionalities and caps in regard of the sector in which such company is operating. Foreign investment into
an Indian company making investments through equity, preference or compulsory convertible debentures in
another Indian company (“Investing Company”) will require the prior approval of the FIPB, regardless of the
amount or extent of foreign investment. Further, foreign investment in an Indian company without any downstream
investment and operations requires FIPB approval regardless of the amount or extent of foreign investment.
The Press Notes of 2009 further provide that foreign investment in an Investing Company would not be considered
as ‘foreign investment’ if such Investing Company is ‘owned and controlled’ by resident Indian citizens and Indian
companies, which are ‘owned and controlled’ by resident Indian citizens.
An Indian company would be considered to be ‘owned’ by resident Indian citizens and Indian companies, which are
‘owned and controlled’ by resident Indian citizens if more than 50.0% of the equity interest in it is beneficially owned by
resident Indian citizens and Indian companies, which are owned and controlled ultimately by resident Indian citizens.
Further, an Indian company would be considered to be “controlled” by resident Indian citizens and Indian companies,
which are owned and controlled by resident Indian citizens if the power to appoint a majority of its directors vests with
the resident Indian citizens and Indian companies, which are “owned and controlled’ by resident Indian citizens.
Downstream investment by such Indian companies would not be considered towards indirect foreign investment,
regardless of whether such companies are Operating Companies, Operating cum Investing companies, Investing
Companies or Indian companies without any operations.
In case of Investing Companies which are either ‘owned or controlled’ by Non-Resident entities, only such
investment made by such Investing Company would be considered as indirect foreign investment and not foreign
investment in the Investing Company. However, if the Investing Company continues to be beneficially ‘owned and
controlled’ by resident Indian citizens and Indian companies, which are ‘owned and controlled’ by resident Indian
citizens, any further foreign investment by such Investing Company would not be considered as indirect foreign
direct investment in the subject Indian company and would be outside the purview of Press Note 2 (2009).
As per applicable laws, a member of a company, whose name is entered in the register of members, is entitled to all
beneficial interests in the shares of the said company. However, beneficial ownership would also mean holding of a
beneficial interest in the shares of a company, while the shares are registered in someone else’s name. In such cases,
where beneficial ownership lies with someone else, the same can further be evidenced by Form 22B which needs to
be filed with the Registrar of Companies by the company (upon receipt of declaration by the registered and
beneficial owner regarding transfer of beneficial interest).
Press Note 4 (2009) clarifies that downstream investments by Indian companies are required to follow the same
norms as a “direct” foreign investment as detailed below:
k         In case of Operating cum Investing Companies, the subject Indian companies into which downstream
          investments are made are required to comply with the relevant sectoral conditions on entry route,
          conditionalities and caps in regard of the sector in which the subject Indian companies are operating.
k         Similarly, in case of Investing Companies, the subject Indian companies into which downstream
          investments are made, are required to comply with the relevant sectoral conditions on entry route,
          conditionalities and caps in regard of the sector in which the subject Indian companies are operating.
k         In case of Indian companies without any downstream investment and operations, as and when such
          companies make any downstream investments and/or commence business, they must comply with the
          relevant sectoral conditions on entry route, conditionalities and caps.
It may, however, be noted that in case of Indian companies which are wholly owned subsidiaries of Operating cum
Investing Companies/ Investing Companies, the entire foreign investment in the Operating cum Investment
Companies/ Investing Companies will be considered as indirect foreign investment.

                                                          D-30
Appendix D


Domestic lending to real estate developers
Although there are no restrictions on the real estate companies ability to undertake debt obligations from domestic
institutions, the RBI has, in its circular dated March 1, 2006 (RBI/2005-06/310 DBOD.BP.BC. 65 /08.12.01/2005-06)
cautioned all scheduled commercial banks to curb excessively risky lending by exercising selectivity and
strengthening the loan approval process. In view of the above, the RBI has advised the scheduled commercial
banks in India (“SCBs”) that while appraising loan proposals involving real estate, SCBs should ensure that the
borrowers should have obtained prior permission from government, local governments or other statutory authorities
for the relevant project, wherever required.

Overseas lending to real estate developers
With regard to loans or other debt finance from overseas banks or lending institutions, however, there are certain
restrictions. External commercial borrowings (“ECB”) are governed by the Foreign Exchange Management
(Borrowing or Lending in Foreign Exchange) Regulations 2000, dated May 3, 2000, as amended from time to time
and the guidelines issued by the RBI from time to time (collectively “ECB Guidelines”). The current
ECB guidelines have been consolidated within the Master Circular dated July 1, 2009 (RBI/2009-10/ 27
Master Circular No. 07/2009-10). The ECB Guidelines refer to “commercial loans”, in the form of bank
loans, buyers’ credit, suppliers’ credit, securitised instruments (e.g. floating rate notes and fixed rate bonds)
availed from non-resident lenders with a minimum average maturity of three years.
In terms of the ECB Guidelines, utilisation of ECB proceeds is not permitted in the real estate sector. In furtherance
of the RBI/2008-09/343 A.P. (DIR Series) Circular No. 46 dated January 2, 2009 issued by the RBI, the term ‘real
estate’ excludes the development of integrated townships (as defined under Press Note 3 (2002 Series) dated
January 4, 2002). For the purposes of the ECB Guidelines, “integrated township” includes housing, commercial
premises, hotels, resorts, city and regional level urban infrastructure facilities such as roads and bridges, mass rapid
transit systems and the manufacture of building materials. Development of land and providing allied infrastructure
forms an integrated part of the township’s development. The minimum area to be developed should be 100.0 acres
for which norms and standards are to be followed as per local bylaws and rules. In the absence of such bylaws and
rules, a minimum of 2,000 dwelling units per approximately 10,000 of population will need to be developed.

Declaration of dividends – cash trap
Under the provisions of the (Indian) Companies Act, 1956 (“Indian Companies Act”) a company pays dividends
upon recommendation by its board of directors and approval by a majority of the shareholders at the general
meeting of shareholders. Dividends are generally declared as a percentage of the par value. The dividend
recommended by the board of directors and approved by the shareholders at a general meeting is distributed
and paid to shareholders as on the record date in proportion to the paid-up value of their shares. In addition, the
board of directors may declare and pay interim dividends.
A company may declare dividends for any financial year out of the profits of the company arrived at after providing
for depreciation in accordance with the Indian Companies Act or out of profits of the company for any previous
financial year or years arrived at after providing for depreciation in accordance with the Indian Companies Act and
remaining undistributed; or out of both.
In case the company has incurred any loss in any previous financial year or years, then the amount of loss or an
amount which is equal to the amount provided for depreciation in that year or those years of loss, whichever is less
shall be set off against the profits of the company for the year for which dividend is proposed to be declared or paid
or against the profits of the company for any previous financial year or years arrived at in both cases after providing
for depreciation in accordance with the provisions of the Indian Companies Act. The aforesaid provisions apply to
declaration or payment of interim dividends as well.
Based on Indian accounting standards, depreciation of real estate is a mandatory expense at the level of the Indian
SPVs, when determining the net profits from operations of the Indian SPVs that would be available for payment as
dividends. Although this acts to reduce India corporate income tax/ Minimum Alternate Tax, it effectively traps
cash in the Indian SPVs as depreciation is not a cash expense. However, the Properties are treated as real properties
carried at valuation under Singapore Financial Reporting Standards and hence are not depreciated. Accordingly,
such depreciation of real properties may not be treated as an expense item when computing the Distributable
Income of the Company.

                                                         D-31
Appendix D


Under the Companies (Transfer of Profits to Reserves) Rules, 1976, the board of directors of a company must,
before declaring or paying any dividend for any financial year, must compulsorily transfer a certain percentage of
profits of the company to the reserves as provided herein below:

 Percentage of proposed dividend as a                                       Amount to be transferred to
 percentage of paid-up share capital                                        reserve

 Up to 10.0%                                                                NIL
 More than 10.0% but up to 12.5%                                            2.5% of the current profits
 More than 12.5% but up to 15.0%                                            5.0% of the current profits
 More than 15.0% but up to 20.0%                                            7.5% of the current profits
 More than 20.0%                                                            10.0% of the current profits

It may be noted that the rate of proposed dividend includes dividend declared both on equity as well as on
preference shares. However, the equity shareholders can be paid dividend, only after paying off the dividends to the
preference shareholder(s), if any. Further, a company may, in any financial year, voluntarily transfer more than
10.0% of its current profits to reserves. The requirement of transfer to the reserves applies equally to the
declaration/payment of any interim dividend. In such a case, the board of directors has to estimate the “current
profits” for the year in which the interim dividend is declared in order to transfer the stipulated percentage of profits
to the reserves.
Further, under the Companies (Declaration of Dividend out of Reserves) Rules, 1975, in case of inadequacy or
absence of profits in any year, declaration of dividends for that year out of accumulated profits earned by the
company in previous years and transferred to the reserves would have to satisfy the following conditions: (i) the rate
of dividend to be declared may not exceed the lesser of the average of the rates at which dividends were declared in
the five years immediately preceding the year, or 10.0% of paid-up capital; (ii) the total amount to be drawn from
the accumulated profits from previous years may not exceed an amount equivalent to 10.0% of paid-up capital and
reserves and the amount so drawn is first to be used to set off the losses incurred in the financial year before any
dividends in respect of preference or equity shares; and (iii) the balance of reserves after the withdrawal must not be
below 15.0% of paid-up capital.
The term “reserve” has not been defined under the Indian Companies Act. However, the expression has been
defined in the “Guidance Note on Terms used in Financial Statements” issued by the Institute of Chartered
Accountants of India as the portion of earnings, receipts or other surplus of an enterprise (whether capital or
revenue) appropriated by the management for a general or specific purpose other than a provision for depreciation
or diminution in the value of assets or for a known liability.
The expression “revenue reserve” has been defined as any reserve other than a capital reserve. Revenue reserves
constitute profits made in the course of normal business operations and retained in the business. It is that portion of
net worth or total equity of an enterprise representing retained earnings available for withdrawal by the proprietors
as dividends.
As opposed to a revenue reserve, a capital reserve is a reserve which is not available for distribution as dividends. It
is a reserve which constitutes a profit or gain retained in the business, but which has not arisen out of the profit from
the normal business operations of the company. Though it forms part of shareholders’ funds, it is not available for
distribution as dividends.

Buyback of shares of unlisted Indian companies under Indian law
Subject to provisions of Section 77A and other applicable provisions of the Indian Companies Act, a company may
purchase its own shares (“Buy-Back”). The Buy-Back by unlisted Indian companies is also governed by the Private
Limited Company and Unlisted Public Limited Company (Buy-back of Securities) Rules, 1999 (the “Buy-Back
Rules”) issued by the Ministry of Company Affairs, GOI.
Before initiating steps to undertake a Buy-Back, a company needs to ensure that it has not failed to: (i) file its
Annual Returns within 60 days of the Annual General Meeting; or (ii) distribute dividends within 30 days from their
declaration; or (iii) prepare the balance-sheet and profit and loss account at the end of the financial year in the form
as specified by the GOI.

                                                         D-32
Appendix D


The Buy-Back is required to be offered to all the existing security holders on a proportionate basis through private
offers. A company can undertake the Buy-Back out of:
(a)      the free reserves; or
(b)      the securities premium account; or
(c)      the proceeds of any shares or other specified securities.
The Buy-Back should be authorised by the articles of association of the company. The Buy-Back has to be approved
either by:
(a)      a special resolution passed in a general meeting of the shareholders, in which case the Buy-Back is limited
         to (i) 25.0% of the total paid-up capital and free reserves of the company; or (ii) in case of Buy-Back of
         equity shares in a financial year, 25.0% of the total paid-up equity capital of the company in that financial
         year; or
(b)      a board resolution passed in a meeting of the board of directors of the company, in which case the Buy-
         Back is limited to 10.0% of the total paid-up equity capital and free reserves of the company. In case the
         Buy-Back is by way of a board resolution, as opposed to one which is pursuant to a special resolution
         passed in a general meeting, no further offer of Buy-Back can be made within 365 days reckoned from the
         date of the preceding offer of Buy-Back, if any.
In the event that the Buy-Back takes place through a special resolution, the notice of the general meeting must be
accompanied by an Explanatory Statement in accordance with the Indian Companies Act and such Explanatory
Statement should state all material facts including the necessity for the Buy-Back, the nature and extent of the
security intended to be purchased, amount to be invested under the Buy-Back and the time limit for completing the
Buy-Back. The Buy-Back must be completed within 12 months of passing of the special resolution or the board
resolution, as the case may be.
Further, all the shares or other specified securities for Buy-Back are required to be fully paid-up. The ratio of the
debt owed by the company should not be more than twice the capital and its free reserves after the Buy-Back. GOI
may, however, prescribe a higher ratio.
A draft letter of offer containing certain specified particulars, are required to be filed by the company with the
respective registrar of companies (“ROC”) along with the declaration of solvency in the prescribed format in order
to exhibit that it can meet its liabilities and subsisting obligations during the post Buy-Back period. The company is
not permitted to issue any shares including by way of bonus, till the date of the closure of the offer.
Indian law also imposes a restriction on the issue of allotment of shares of the same kind as are bought back for a
period of six months from the completion of the Buy-Back. The issue of bonus shares and discharge of subsisting
obligations, such as conversion of share warrants and stock options, are excluded from such restriction.
The letter of offer should be dispatched within 21 days from its filing with ROC. The offer for Buy-Back should
remain open to the shareholders for a minimum of 15 days and maximum of 30 days from the date of despatch of the
letter of offer. The shareholders would be required, within the period when the offer is open, to offer their shares for
sale to the company. In case the number of shares offered by the shareholders is more than the total number of shares
to be bought back by the company, the acceptance per shareholder is required to be on proportionate basis. The
company is required to complete the verifications of the offers received within 15 days from the date of closure of
the offer and the shares lodged shall be deemed to be accepted, unless the company makes a communication of
rejection within 21 days from the closure of the offer.
The company shall, immediately after the date of closure of the offer, open a special bank account and deposit the
entire sum due and payable as a consideration for the Buy-Back in such bank account. Within 28 days of the closure
of the offer, the company is required to make payment of the consideration in cash or bank draft/pay order to those
shareholders whose offer has been accepted.
After the completion of the Buy-Back, the company is required to file a return with the ROC in the specified form.
The company is required to extinguish and physically destroy the share certificates so bought back in accordance
with the prescribed procedure within seven days from the date of acceptance of the shares bought back and furnish
the requisite certificates to the ROC. The company should also maintain a record of share certificates which have
been cancelled and destroyed.

                                                         D-33
Appendix D


TAXATION

The summary below of certain taxes in Singapore, China, Malaysia, Japan and India that may be applicable to our
operations in these countries are of a general nature. The summary is based on laws, regulations, interpretations,
rulings and decisions in effect as at the Latest Practicable Date. These laws, regulations, interpretations, rulings
and decisions, however, may change at any time, and any change could be retrospective. These laws and regulations
are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the
comments herein.

The summary is not intended to constitute a complete analysis of the taxes mentioned nor of all the taxes that may be
applicable to our operations in each of the countries. It is not intended to be and does not constitute legal or tax
advice.

Singapore

Income tax

Singapore income tax is imposed on income accruing in or derived from Singapore, and on income derived from
sources outside Singapore (i.e. foreign-sourced income) that is received or deemed to have been received in
Singapore by the operation of law, subject to certain exceptions.

Foreign-sourced income in the form of dividends, branch profits and service income received or deemed to have
been received in Singapore is exempt from Singapore income tax if certain conditions are met. A special concession
has been granted to exempt from Singapore income tax all foreign-sourced income earned on or before January 21,
2009 and received in Singapore during the one-year period from January 22, 2009 to January 21, 2010.

Singapore income tax is only imposed on income. Singapore does not impose tax on capital gains. Therefore, gains
of a capital nature are not taxed. However, gains on disposal of investments may be construed to be income in nature
and subject to Singapore income tax. Generally, gains on disposal of investments may be considered income in
nature, if they arise from or are otherwise connected with the activities of a trade or business carried on in
Singapore.

In ascertaining the amount of income chargeable with income tax, all outgoings and expenses wholly and
exclusively incurred in the production of the income, unless specifically prohibited by law, are allowed to be
deducted. Capital allowances are granted on capital expenditure incurred on the provision of machinery or plant for
the purpose of a trade, profession or business. Capital expenditure incurred on land and buildings is not eligible for
any allowance unless the buildings are used for certain qualifying purposes in which case, the capital expenditure
incurred on the buildings may be entitled to industrial building allowances.

Trade losses and capital allowances of a company that cannot be utilized in a particular tax year can be carried
forward indefinitely for set-off against the taxable income of subsequent years subject to there being no substantial
change in the shareholders of the company as at the relevant comparison dates. For carrying forward of unutilized
capital allowances, there is an additional requirement that the company must continue to carry on the same trade
that gave rise to the capital allowances.

Carry-back of trade losses and capital allowances, subject to a specified cap on the amount, to one or three years is
allowed if certain conditions are met.

Singapore operates a group relief system which allows the current year’s unutilized trade losses, capital allowances
and donations of a Singapore tax resident company to be transferred to, and utilized against the assessable income
of, another Singapore tax resident company provided that the two companies are members of a group. Two
Singapore companies are members of the same group if at least 75.0% of the number of issued ordinary shares in
one company is beneficially owned by the other, or at least 75.0% of the number of issued ordinary shares in each of
the two companies is beneficially owned by a third Singapore company.

A company or a property trust which is carrying on a business of making investments (which includes the business
of letting immovable properties) is subject to more restrictive rules in the determination of its income. These rules
include not being able to carry forward or carry back trade losses and capital allowances and to transfer its current
year’s unutilized trade losses and capital allowances to another company within the same group.

                                                         D-34
Appendix D


The prevailing corporate tax rate is 18.0%, with certain exemptions granted on the first S$300,000 of a company’s
chargeable income. It has been proposed in the 2009 Singapore Budget that the corporate tax rate will be reduced to
17.0% with effect from the year of assessment 2010 (i.e. in respect of income earned during the financial year or
other basis period ending in 2009).

Payment of dividends

Singapore adopts a one-tier corporate tax system. Under the one-tier corporate tax system, the tax paid by
Singapore tax resident companies is a final tax. Any dividends paid by Singapore tax resident companies are exempt
from Singapore income tax in the hands of their shareholders. No withholding tax is imposed on the payment of
dividends to non-resident shareholders.

Withholding tax on payments made to non-residents

Certain payments to persons who are not known to be tax resident in Singapore to the payer are subject to
withholding tax. Such payments include interest, royalties, technical or management service fees and rent for the
use of any movable property. The payer has the obligation to withhold tax at the applicable tax rate from these
payments.

Tax transparency treatment for Singapore REITs

A real estate investment trust which is a trust constituted as a collective investment scheme authorized under
Section 286 of the Securities and Futures Act and listed on the Singapore Exchange, and that invests in immovable
property and immovable property-related assets (“Singapore REIT”) may be accorded tax transparency treatment
subject to meeting certain conditions. Under the tax transparency treatment accorded to Singapore REITs, the
trustee of a Singapore REIT is not charged with tax on certain taxable income derived by the Singapore REIT to the
extent of the amount of such taxable income distributed to unitholders. Unitholders are instead assessed to tax,
directly or by deduction, on their share of the distributed taxable income at their own applicable tax rates.

Income which may be granted tax transparency treatment includes:

k         rental income or income from the management or holding of immovable property but not including gains
          from the disposal of immovable property;

k         income that is ancillary to the management or holding of immovable property but not including gains
          from the disposal of immovable property and Singapore dividends; and

k         income (excluding Singapore dividends) that is payable out of rental income or income from the
          management or holding of immovable property in Singapore, but not out of gains from the disposal of
          such immovable property.

Any taxable income which is not distributed to unitholders will be charged with tax on the trustee at the prevailing
corporate tax rate.

Tax exemption for foreign-sourced income of Singapore REITs

A Singapore REIT which invests in immovable property outside Singapore may, subject to meeting certain criteria
and conditions, be granted income tax exemption, on a case by case application basis, on foreign-sourced dividends,
foreign-sourced interest and foreign-sourced distribution income derived in respect of such investments.

Stamp duty

Stamp duty is chargeable on certain documents relating to immovable property and shares or any interest thereof.
These documents include a lease, sale and purchase, gift or mortgage of the immovable property and shares.

A contract, agreement or instrument relating to the conveyance, assignment or transfer of shares or interest thereof
is subject to stamp duty at the rate of S$2.00 for every S$1,000 or any part thereof, computed on the consideration or
market value of the shares, whichever is the higher. The purchaser of the shares would be liable for the stamp duty.

                                                        D-35
Appendix D


A contract, agreement or instrument relating to the conveyance, assignment or transfer of any immovable property
is subject to stamp duty at the following rates based on the sale consideration or the market value of the property,
whichever is the higher:
k         S$1.00 for every S$100 or part thereof on the first S$180,000;
k         S$2.00 for every S$100 or part thereof on the next S$180,000; and
k         S$3.00 for every S$100 or part thereof on the remaining sale consideration or market value, as the case may be.
In general, stamp duty is payable on instruments executed in Singapore or if executed outside Singapore, and relates
to any property situated in Singapore, which are received in Singapore. Whilst stamp duty relief and remission are
available in limited circumstances, such relief and remission are not automatic and must be applied for under the
relevant provisions of the Stamp Duties Act (Chapter 312 of Singapore).

Goods and services tax (“GST”)
GST is a consumption tax levied on the importation of goods, as well as most supplies of goods and services in
Singapore. GST on importation is collected by the Singapore Customs while GST on local supplies of goods and
services is collected by GST-registered persons. The prevailing standard GST rate is 7.0%. Certain supplies are
exempt from GST. Broadly, these include sales and leases of residential properties and the provision of certain
financial services. GST incurred on expenses for making exempt supplies is generally not recoverable (subject to
certain exceptions). Export of goods and provision of international services are generally zero-rated (i.e. subject to
GST at 0.0%). GST on expenses incurred for making zero-rated supplies is generally recoverable (subject to
conditions).

China

Corporate income tax (“CIT”)
The new Corporate Income Tax Law of China (“new CIT Law”) was promulgated by the National People’s
Congress on March 16, 2007 and became effective on January 1, 2008. Under the new CIT Law, enterprises and
other organisations which generate income in China are required to pay CIT in China.
The new CIT Law provides a unified tax rate of 25.0% for all China resident enterprises, including domestic
enterprises and foreign invested enterprises. China foreign invested real estate enterprises (“Project Companies”),
being real estate development or operation companies, are generally not entitled to any China statutory preferential
CIT treatment and therefore subject to CIT on their taxable profits at 25.0%. Taxable profits include sales revenue,
rental income, and gains on disposal of the property. Tax losses can be carried forward for five consecutive years.
However, tax losses cannot be carried back to prior years.
According to Circular Guoshuifa [2009] No. 31 (“Circular 31”) issued by the State Administration of Taxation
(“SAT”), with effect from January 1, 2008, real estate development enterprises should prepay CIT on income from
an advance sale of properties under development based on estimated assessable gross profit margins. The estimated
assessable gross profit margin rate will be no less than 15.0%, 10.0% or 5.0%, depending on where the real property
is located (i.e. urban and suburban areas of provinces, autonomous regions and cities specifically designated in the
state plan, a prefecture or its suburban region, or other areas), and the estimated assessable gross profit margin rate
for “economically affordable” housing, “price-restricted” housing and properties reconstructed from damaged
housing will be no less than 3.0%.
Upon completion of construction, real estate development enterprises should calculate the “deductible costs” and
the actual profit of the advance sales. Any difference between the actual profit and the estimated assessable profit
which is calculated for prepaying CIT purpose during the construction phase will be included in the taxable income
of the year when the project is completed.
According to Circular 31, the construction of a real estate development project, except for a land development
project, shall be deemed to be completed upon the occurrence of any of the following event:
k         certificate of completion and supporting documents have been filed with the relevant real estate
          administration departments;

                                                         D-36
Appendix D


k         the real estate property has been put into use; or
k         the real estate property has obtained the Initial Certificate of Property Right.

“Deductible costs” refers to all types of expenses incurred by real estate development enterprises during the process
of developing and constructing properties (including fixed assets).

Business tax (“BT”)

Pursuant to the Provisional Regulations of China Concerning Business Tax and their implementation rules, BT is
imposed on enterprises that provide taxable services, transfer intangible property or sell real estate within the
territories of China. “Taxable services” is defined as services where either the provider or the recipient of the
services is within the territories of China. BT is levied at a rate ranging from 3.0% to 20.0%.

Project Companies are subject to BT at 5.0% on the sales revenue of completed real estate properties, rental income
derived from the leasing of the completed real estate properties, and other related services income derived from the
properties. China real estate development enterprises are required to prepay BT at 5.0% on income from an advance
sale of properties under development.

According to Circular Caishui [2003] No. 16, where enterprises and individuals sell the real estate properties which
are purchased from developers or other owners, the taxable income for BT purpose will be the balance of the total
sales proceeds less the original purchase prices provided that BT had been paid by the previous owner. Loss on
disposal of one property cannot be used to offset against gains on disposal of another property.

According to Circular Guobanfa [2008] No. 131 which is effective up to December 31, 2009, BT will be exempted
on the income where individuals sell ordinary residential properties which have been purchased for more than two
years. Where individuals sell non-ordinary residential properties which have been purchased less than two years,
the taxable amount for BT will be the total sales proceeds.

In addition, pursuant to relevant BT regulations and rules, where the service provider is located outside China while
the service recipient is in China, the services provided by an overseas service provider would be subject to BT. If the
overseas service provider does not appoint any Chinese agent to handle the BT filing and settlement, its BT should
be withheld by the Chinese service recipient. In this connection, if Project Companies pay service fees, such as
commissions, handling charges, etc., to foreign enterprises and the foreign enterprises do not appoint any Chinese
agents to handle BT filing and settlement, the relevant BT should be withheld by Project Companies at 5.0%.

Land value appreciation tax (“LAT”)

Pursuant to the Provisional Regulations of China on Land Value Appreciation Tax (the “LAT Provisional
Regulations”) and their implementation rules, any appreciation amount gained from transfer of property shall
be subject to LAT.

LAT is calculated at a 4-band excess progressive tax rates ranging from 30.0% to 60.0% on the appreciation value
realized from the transfer of real estate properties (i.e., transfer price less the allowed deductible items) as follows:

         Land appreciation value                                                                    LAT rate
         Not exceeding 50.0% of deductible items                                                    30.0%
         The portion over 50.0% but not more than 100.0%                                            40.0%
         The portion over 100.0% but not more than 200.0%                                           50.0%
         The portion over 200.0%                                                                    60.0%

Deductible items include the following:
k         payments for obtaining the land use rights;
k         costs incurred for land development and construction of new buildings and auxiliary installations;
k         expenses incurred for land development and construction of new buildings and auxiliary installations, or
          estimated prices of old buildings and constructions;

                                                         D-37
Appendix D


k            taxes and fees incurred for the transfer of real estates; and
k            other deductible items as specified by the Ministry of Finance.
Subject to the approval of the relevant tax authorities, persons who develop ordinary housing for sale (excluding
high-class apartments, office buildings, villas and holiday villas) are exempt from LAT provided that the
appreciation value does not exceed 20.0% of the deductible items.
If the seller of the real estate property is not a real estate development enterprise (i.e. non-primary sales) or the real
estate development enterprise sells the real estate properties that it has self-used for a certain period, then the
appreciation value is calculated by deducting the appraised price of the property, and the related taxes on the
transfer of property including BT and stamp duty, from the sales proceeds. The appraised price refers to the
appraised replacement cost of the building as assessed by designated real estate valuer approved by the Chinese
government multiplied by a discount factor based on the “percentage of newness” of the building.
According to Circular Caishui [2006] No. 21, if a seller who disposes of old buildings or structures, fails to obtain an
appraised price for the real estate property, then subject to the approval of the relevant local tax authority and the
availability of the original property purchase invoice, the seller may claim a deduction calculated based on the
amount stated in the property purchase invoice with an annual indexation of 5.0% from the year of purchase to the
year of transfer. If the seller can present the original deed tax payment certificate in relation to original acquisition
of land use rights and building, then the deed tax can be deducted as “taxes and fees incurred for the transfer of real
estates”. However, the deed tax paid is not subject to the above annual indexation.
If the seller, who disposes of old buildings or structures (i.e. non-primary sales), cannot obtain an appraised price
nor provide the original property purchase invoice, then the relevant local tax authorities may impose LAT based on
their own assessment pursuant to Article 35 of the China Tax Collection and Administration Law.
Under the current China tax regulations, real estate development enterprises are required to file and pay provisional
LAT for pre-sale revenue received during the construction phase. The provisional LAT liabilities are calculated
based on the pre-sales revenue received as follows:
Provisional LAT = Pre-sale revenue received x provisional LAT levy rate1
When the development project is completed and all the properties are sold, the real estate development enterprise is
required to make LAT final settlement with the relevant local tax bureau.
Pursuant to Circular GuoShuiFa [2006] No. 187, LAT final settlement is to be made within 90 days upon occurrence
of any of the following events:
k            the real estate development project is completed and all the properties are sold; or
k            the entire real estate development project has been transferred prior to the completion of construction; or
k            land use right has been transferred directly.
Furthermore, LAT final settlement may be requested by the tax authorities, if any of the following conditions is met:
k            if more than 85.0% of the saleable construction areas of the entire project has been sold; or
k            though the sold areas do not exceed 85.0% of the saleable construction areas of the entire project but the
             remaining saleable construction area is used or leased out; or
k            it is more than three years since the property sales (pre-sales) permit has been obtained even though
             property sales have not been completed; or
k            the foreign invested enterprise is applying for tax de-registration, but has not yet completed the LAT final
             settlement procedures; or
k            other conditions stipulated by the relevant provincial tax authorities have been met.
During LAT final settlement, actual LAT liabilities will be calculated based on an audited LAT clearance report.


1
    Provisional LAT levy rates vary from location to location and the types of properties being developed.



                                                                   D-38
Appendix D


Real estate tax (“RET”)
Pursuant to Notice 546 issued by the China State Council, all foreign invested enterprises, foreign enterprises and
foreign individuals shall also be subject to RET from January 1, 2009. RET is levied on the owner/landlord of real
estate properties. However, the owner of construction in progress (i.e. unfinished real estate properties) is not
subject to RET.
Project Companies as the lessors and owners of the properties are liable to RET. Based on current practice, there are
two types of tax calculation methods depending on whether the property is for self-use or held for lease. If the
property is for self-use, then the tax base is the original cost of the property net of a deduction of 10.0% to 30.0%
depending on the location of the property, and the tax rate is 1.2% per annum. The formula for calculating the
annual RET for this type of property is as follows:
Annual RET payable = Tax base x (1 - Statutory deduction proportion) x 1.2%
On the other hand, if the property is held for lease, then the tax base is the rental income derived from the lease of the
property and the applicable tax rate is 12.0% per annum. For this type of property, the RET is calculated as follows:
RET payable = Rental income x 12.0%
However, in practice, the charging mechanism for enterprises deriving rental income may not be consistent due to
local practices.

Land use tax (“LUT”)
The China State Council issued the revised LUT regulation on December 31, 2006 which took effect on January 1,
2007. According to the revised LUT regulation, foreign enterprises and foreign invested enterprises are subject to
LUT on the use of land within the boundaries of cities, county towns, towns/bases operated under an organizational
system, and industrial and mining districts.
The LUT rate in big cities ranges from RMB1.5 to RMB30 per square meter per year, the LUT rate in medium cities
ranges from RMB1.2 to RMB24 per square meter per year, the LUT rate in small cities ranges from RMB0.9 to
RMB18 per square meter per year and the LUT rate in county towns, towns/bases operated under an organizational
system and industrial and mining districts ranges from RMB0.6 to RMB12 per square meter per year. The exact
LUT rate would be subject to the detailed implementation rules issued or to be issued by the relevant local
governments where the real estate properties are located.

Stamp duty (“SD”)
According to the relevant SD regulations, SD should be affixed on all dutiable documents at the time when dutiable
documents are signed or formed. Applicable SD rates would depend on the type of the dutiable documents. SD is
levied at 0.05% on the stated value of a contract for transfer of real estate, 0.1% on rental for a leasing contract,
0.005% on the loan amount for a loan contract with a financial institution, 0.03% on the purchase or sales price for a
purchase and sales contract, etc. SD on dutiable contract and agreement is payable by each party to the contract.

Deed tax (“DT”)
According to the relevant DT regulations, the transferee of land use rights or real estate property is subject to DT at
3.0% to 5.0% (subject to practice and implementation of the local tax authorities) on the transaction price at the time
of acquisition.
Project Companies should be subject to DT when they acquire land use rights for property development or when
they acquire completed real estate properties for self use or for rental purpose.

Withholding tax (“WHT”)
Pursuant to the new CIT Law and its implementation rules, foreign enterprises, which have no establishment or
place in China but derive dividend, interest, rental, royalty or other income (including capital gains) from sources in
China will be subject to Chinese WHT at 10.0%.
Investors who do not reside in China but reside in countries that have entered into tax treaties with China may be
entitled to a reduction of the WHT rate imposed on the payment of dividend, interest, royalties and capital gains.

                                                          D-39
Appendix D


Dividend payment by Chinese companies
According to Circular Caishui [2008] No. 1, Project Companies which declare dividend for 2008 or any subsequent
years to foreign shareholders which do not have a permanent establishment in China, and are not deemed a tax
resident enterprise in China, are required to withhold and pay Chinese WHT on behalf of such shareholders at a rate
of 10.0%. This rate may be reduced under applicable tax treaties.

Interest and royalty payments by Chinese companies
Interest payable by Project Companies on foreign shareholder loans (assuming the lenders do not have a permanent
establishment in China, are not banks or financial institutions, and are not deemed a tax resident enterprise in China)
and royalty payable by Project Companies to overseas companies (assuming the licensors do not have a permanent
establishment in China and are not deemed a tax resident enterprise in China) are both subject to Chinese WHT at a
rate of 10.0%. This rate may be reduced under applicable tax treaties.

Gains on disposal of interests in Chinese companies
Capital gains realized by foreign investors on the sales of the equity interests in the Project Companies are subject to
Chinese WHT at a rate of 10.0%. This rate may be reduced under applicable tax treaties.

Malaysia

Corporate income tax
Malaysian companies are subject to income tax, currently levied at the rate of 25.0%, on all income accruing in or
derived from Malaysia. In arriving at their taxable income, these companies are entitled to deduct all expenses that
were wholly and exclusively incurred in the production of their gross income, including interest paid on money
borrowed and laid out on assets used or held for the production of gross income. They will also be entitled to capital
allowances on qualifying expenditure incurred on the acquisition of assets that are used for the purposes of their
respective businesses. Expenditure incurred on land and buildings is generally not qualifying expenditure.
Consequently, companies may not be entitled to capital allowances in respect of such expenditure.
Business losses and capital allowances that cannot be utilized in a particular year can be carried forward indefinitely
to subsequent years except in a case where the company has become dormant and there is a substantial change in the
shareholders of the company.

Dividends paid by Malaysian tax-resident companies
With effect from the year of assessment 2008 (in respect of income earned during the financial year or other basis
period ending in 2008), a single-tier tax system of taxation replaces the full imputation system. Under the single-tier
tax system, dividends paid, credited or distributed by a company resident in Malaysia are exempt from tax in the
hands of the shareholders. However, a six-year transitional rule provides that Malaysian tax-resident companies
may continue to pay franked dividends in cash and with respect to “ordinary shares” to their shareholders up to
December 31, 2013 under the prior full imputation system by using corporate income tax that has been paid or
deemed paid up to December 31, 2007. Such franked dividends received by the shareholders are subject to tax but a
tax credit is allowed in calculating the tax payable by the shareholders.
There is no withholding tax on payment of dividends to non-resident shareholders.

Withholding tax on the payment of interest to non-residents
A non-resident person receiving interest derived from Malaysia will be subject to a withholding tax of 15.0% on the
gross amount of the interest. It is the responsibility of the payer of the interest to remit the amount withheld to the
Malaysian Inland Revenue Board within one month from the date of paying or crediting the interest to the non-
resident person. A reduced withholding tax rate of 10.0% is applicable to residents of Singapore pursuant to the
Malaysia-Singapore tax treaty.
Interest paid or credited in respect of certain instruments, including the following, is exempt from withholding tax:
k          debentures, other than convertible loan stock, approved by the Securities Commission of Malaysia where
           the recipient of the interest is any individual, unit trust or a listed closed end fund; and

                                                         D-40
Appendix D


k         debentures issued in Ringgit Malaysia, other than convertible loan stock, approved by the Securities
          Commission of Malaysia where the recipient of the interest is any company not resident in Malaysia and
          where such interest does not accrue to a place of business in Malaysia of such company.

Real property gains tax
Under the Real Property Gains Tax Act, 1976 (“RPGT Act”), RPGT is levied on any chargeable gain arising from
the disposal of a chargeable asset. Chargeable assets are defined to mean real property and shares in real property
companies (“RPCs”). Real property means any land situated in Malaysia and any interest, option or other right in or
over such land.
A RPC is defined to mean a controlled company which, as at October 21, 1988 or any later date, acquires real
property or shares in a real property company or both, whereby the defined value of the real property or shares or
both, owned at that date is not less than 75.0% of the value of its total tangible assets.
The RPGT was suspended with effect from April 1, 2007. However, in the 2010 Malaysian Budget announcement
on October 23, 2009, it was proposed that RPGT be imposed once again effective from January 1, 2010. The
relevant law has since been passed and from January 1, 2010 the rate of RPGT would effectively be 5.0% on
chargeable gains, irrespective of the holding period of the chargeable assets.
Nevertheless, where the gains on the disposal of real property or shares in RPCs are revenue in nature (for example,
where the investments are disposed as part and parcel of an investment trading business carried on by the seller in
Malaysia), such gains would be subject to Malaysian income tax, instead of RGPT.

Service tax
Service tax is a consumption tax levied and charged on taxable service provided by taxable person. It applies
throughout Malaysia excluding Langkawi, Labuan, Tioman, Free Zones and Joint Development Area.
The current rate of service tax is 5.0% of the price, charge or premium of the taxable services.

Stamp duty
Stamp duty is chargeable on certain instruments and documents according to their nature and transacted values.
Instruments for the transfer of property such as shares and real property are chargeable to stamp duty. An instrument
for the transfer of shares is subject to stamp duty at a rate of 0.3% of the market value of the shares transferred. Where
real property is transferred, the instrument of transfer would be subject to stamp duty at the following ad valorem rates
based on the sale consideration or the market value of the property transferred, whichever is the higher:
k         1.0% on the first RM100,000;
k         2.0% on the next RM400,000; and
k         3.0% of the transfer consideration or market value in excess of RM500,000.
In general, stamp duty is payable on instruments executed in Malaysia or if executed outside Malaysia, when
brought into Malaysia. Whilst stamp duty relief is available in limited circumstances, such relief is not automatic
and must be applied for under the relevant provisions of the Malaysian Stamp Act 1949. The property cannot be
legally transferred until the stamp duty is paid or exemption obtained.

Japan

Corporate income taxes
Japanese domestic corporations are subject to corporate income taxes on their worldwide income. Taxable income
is determined as the positive net amount of revenue (including net capital gains) and deductible expenses. Corporate
income taxes comprise national corporation tax (houjin zei), special local corporation tax (chihou houjin tokubetsu
zei), local inhabitants tax (houjin jumin zei) and enterprise tax (jigyou zei). Foreign corporations without a
permanent establishment in Japan are obliged to pay income tax (national tax only) on their Japanese source
income.
The basic national corporation tax rate is 30.0%. With the additional local taxes, the effective corporate income tax
rate is approximately 41.0% (42.0% if the head office is located in Tokyo). The Business Scale Taxation of local

                                                          D-41
Appendix D


enterprise tax (gaikei hyojun kazei) applies to corporations with capital of more than JPY 100.0 million. Under
Business Scale Taxation, a corporation is subject to tax on the basis of: 1) added value; 2) amount of capital; and
3) taxable income. As added value and capital based tax (not based on income) is levied, the effective corporate
income tax rate under Business Scale Taxation is approximately 40.0%. Inhabitants equalization tax is also assessed
on all corporations, determined based on the amount of capital/capital reserve and the number of employees.
Dividend distributions from a Japanese corporation (as a private company not listed on the securities market) to its
shareholders are subject to withholding tax at the rate of 20.0% under Japanese domestic income tax laws. In the
case of certain foreign shareholders, the withholding tax rate may be reduced under applicable income tax treaties.
Under the Singapore-Japan tax treaty, the withholding tax rate would be reduced to 5.0%, provided that the
Singapore resident shareholder receiving the dividends owns at least 25.0% of the voting shares of the Japanese
company paying the dividends during the period of six months immediately before the end of the accounting period
for which the distribution of dividends takes place. Otherwise, the rate would be reduced to 15.0%.

Real property transaction and holding taxes

Registration license tax and real estate acquisition tax
Acquisition of Japanese real estate, including land and buildings, is generally subject to registration license tax
(toroku menkyo zei) of 2.0% (1.0% for land until March 31, 2011, 1.3% until March 31, 2012 and 1.5% until
March 31, 2013) and real estate acquisition tax (fudosan shutoku zei ) of 4.0% (3.0% for land and residential
buildings until March 31, 2012). The taxable base for these real estate transaction taxes is normally the value
assessed by local municipalities. Currently, the tax base of real estate acquisition tax for land is reduced by half.
The acquisition of trust beneficiary interests, representing real estate as entrusted assets, is not subject to real estate
acquisition tax. A change to the holder of a trust beneficiary interest is subject to registration and license tax of
JPY 1,000 for each underlying entrusted real estate.

Consumption tax
Acquisition of assets, except for land, is subject to consumption taxes (shohi zei and chiho shohi zei) at the
combined rate of 5.0%.

Real estate holding tax
Real property owners are subject to fixed asset tax (kotei shisan zei) of 1.4% and city planning tax (toshi keikaku zei)
of 0.3% on the real estate value assessed by local municipalities. The enforcement of other taxes imposed on land
holdings, i.e., special land holding tax (tokubetsu tochi hoyu zei) and land value tax (chika zei), is currently
suspended.

Special tax treatment of Tokutei Mokuteki Kaisha (“TMK”)
ATMK is a special purpose company incorporated pursuant to the Law Regarding Liquidation of Assets (Shisan no
Ryudouka ni Kansuru Houritsu); (the “SPC Law”) as a vehicle for the liquidation of assets. Under the SPC Law, a
TMK is required to specify its investment assets, purchase/own the investment assets with the issuance of certain
specified securities (bonds and preferred investment certificates), and be liquidated upon the disposition of the
specified investment assets. The assets in which a TMK can invest are defined as ‘general property interests’ and
therefore, in addition to real properties, include non-performing loans backed by real estate, trust beneficiary
certificates, as well as most other types of property interests.
A TMK, as a domestic corporation, is subject to corporate income taxes at the effective tax rate of approximately
41.0%/42.0%. However, based on the characteristic of a TMK as a kind of conduit for investors, Japanese tax law
specifically allows (subject to certain requirements such as more than 90.0% of its distributable income is
distributed to investors as dividends) a TMK to deduct dividend distributions from taxable income. Accordingly,
corporate income taxation at TMK level should normally be minimal.
Dividends distributed by a TMK are treated in the same way as a distribution from a Japanese corporation. The
dividend distributions are subject to withholding tax at the rate of 20.0% under Japanese domestic income tax laws.
In the case of dividend distributions to certain foreign shareholders, the withholding tax rate may be reduced under
applicable income tax treaties.

                                                          D-42
Appendix D


Further, concessional registration license tax and real estate acquisition tax may apply to a TMK on the acquisition
of real properties; the tax base for real estate acquisition tax is presently reduced by two thirds and the current
applicable registration and license tax rate is 0.8%.

India
Direct Tax
Income Tax
Classification of income
Taxable income in India is classified under the following heads:
• Salary income;
• Profit and gains from business and profession;
• Income from house property;
• Capital gains; and
• Income from other sources.
Each head of income has a different method of calculation of income.

Corporate income tax
Indian companies are subject to corporate income tax at 33.99%2 for the tax year (April 1, 2009 to March 31,
2010) on their taxable income (i.e. net income after deduction of expenses). Foreign companies, on the other hand,
are subject to corporate income tax at 42.23%3 on their taxable income. Under the Indian income tax law, a non
resident is taxed in India only with respect to income which accrues or arises in India or is deemed to accrue or arise
in India or is received or deemed to be received in India.
Taxable income in respect of profits and gains from a business is computed after adjusting for all allowable business
expenses, including depreciation as provided under the Indian income tax law. With respect to Indian companies
engaged in leasing of properties, taxable income from leasing of properties may be taxed as “business income” or
“income from house property”. The basis of taxation to be applied depends upon judicial precedents and facts and
circumstances of each case.
Where income from leasing of properties is considered as “income from house property”, net taxable income would
be computed by applying a standard deduction towards expenses equals to 30.0% of the annual rental value of the
property (except interest expense and taxes paid to municipal authorities which would be deductible in full provided
taxes have been withheld on such expenses at appropriate rates, where applicable).
Where income from leasing of properties is taxed as “business income”, taxable income would be arrived at after
deducting actual expenses incurred and tax depreciation.

Minimum alternate tax (“MAT”)
Under the Indian income tax law, where the tax liability of a company as computed under normal provisions of the
Indian income tax law is less than 15.0% of the book profits in the profit & loss account of the company, after
making certain specified adjustments, the company would be liable to pay MAT at 16.995%4 of such book profits.
MAT paid during any financial year is creditable for a maximum period of 10 years (immediately succeeding the
year in which MAT was paid), against future tax liability arising under normal provisions of Indian income tax law
as per the manner prescribed.

2
    Basic tax rate of 30.0% plus surcharge at 10.0% of basic rate plus education cess (additional surcharge) at 3.0% of basic tax rate and surcharge.
    Surcharge is applicable where the total income of the Indian company exceeds Rs 10.0 million.
3
    Basic tax rate of 40.0% plus surcharge at 2.5% of basic rate plus education cess (additional surcharge) at 3.0% of basic tax rate and surcharge.
    Surcharge is applicable where the total income of the foreign company exceeds Rs 10.0 million.
4
    Basic tax rate of 15.0% plus surcharge at 10.0% of basic rate plus education cess at 3.0% of basic tax rate and surcharge.

                                                                       D-43
Appendix D


Taxation of gains on disposal of assets
Taxation of gains from sale of assets will generally follow accounting treatment of such assets in the books of
accounts, which in turn would be based on principles of Indian Generally Accepted Accounting Principles (GAAP)
and auditor’s view.

Classification of capital gains
Under Indian income tax law, capital gains are taxable as long term or short term capital gains depending on the
period of holding of the capital assets. A capital asset held for a period exceeding 36 months immediately preceding
the date of transfer is considered as long term capital asset and a capital asset held for a period up to 36 months
immediately preceding the date of transfer is treated as short term capital asset. However, where the capital assets
are shares or any other securities listed on a recognised stock exchange in India or units of mutual funds, the
“36-month” test is shortened to 12 months. For depreciable capital assets forming part of a block of assets, gains
arising from sale of such assets are deemed to be short term in nature.

Capital asset vs stock-in-trade
Any property acquired and held for an enduring benefit should be classified as a capital asset for tax purposes. On
the other hand, the term “stock-in-trade” has been held to mean all those goods or commodities that are bought and
sold in the ordinary course of business and may not include a commodity which is acquired outright for the purpose
of being let to hire.
The classification of a property as stock-in-trade or capital asset would depend upon the facts of each case.

Property held as capital asset
Where property held as capital asset is sold, gains, if any, arising from the sale would result in capital gains tax
liability. Cost of acquisition, cost of improvement and expenses incurred in connection with the transfer are
available as a deduction. For a long term capital asset disposed of by a resident of India, cost of acquisition and cost
of improvement can be indexed based on the prescribed cost inflation index.
Where consideration received or accruing as a result of transfer of a capital asset, being land or building or both, is
less than the value adopted or assessed (or assessable) by stamp valuation authority, such value for stamp duty
purposes would be deemed to be the full value of consideration for such transfer of asset.
Changes in the value of the property on a year on year basis do not attract any capital gains tax liability as long as
there is no transfer of the capital asset.




                                                         D-44
Appendix D


The rate of taxation of capital gains will depend upon whether the asset is long term or short term as follows:
                                                                                                  Tax rates applicable
Types of capital assets                                    Nature                        Domestic company Foreign company5
Sale of listed securities                   Long term (shares held for                   Exempt7                              Exempt8
through an Indian stock                     more than 12 months)
exchange6
                                            Short term (shares held up to                16.995%                                15.836%
                                            12 months)
Off-market sale of listed                   Long term (shares held for                   22.66% - with                          21.115%9
securities (i.e. sale of listed             more than 12 months)                         indexation;
shares through a private deal)                                                           or
                                                                                         11.33% - without
                                                                                         indexation
                                            Short term (shares held up to                33.99%                                   42.23%
                                            12 months)
Sale of unlisted shares/ other              Long term (shares: held for                  22.66% - with                          21.115%
assets                                      more than 12 months; others:                 indexation
                                            held for more than 36 months)
                                            Short term (shares: held up to               33.99%                                   42.23%
                                            12 months; others: held up to
                                            36 months)

Depreciable assets
All depreciable capital assets are grouped together as a specific block of assets. Under the provisions of Indian
income tax law, a block of assets comprises all assets falling within the same class of assets i.e. tangible or
intangible assets. All assets grouped within a block carry the same percentage of depreciation as prescribed for tax
purposes.
Under the ‘block of assets’ concept, where any asset is sold, the value of the sale would reduce the written down
value of the relevant block (i.e. cost less accumulated depreciation) for depreciation purposes, and there would not
be any capital gains arising from such sale. However, where the value at which the asset is sold is greater than the
written down value of the block, the excess is taxed as short term capital gains.
Land is not considered a depreciable asset. Accordingly, any gains arising from sale of land would be taxed as long
term or short term capital gains, depending on the period for which the land is held.

Dividend distribution tax (“DDT”)
Dividend distributed by an Indian company is exempt in the hands of shareholders subject to payment of DDT by
the Indian company at the time of distributing, declaring or paying the dividend. Currently, DDT is payable at
16.995% on the amount declared, distributed or paid as dividend.




5
    Tax rate applicable to a foreign company is subject to the benefits available under the tax treaty entered into between India and country of
    residence of the foreign company.
6
    Transfer of equity shares (delivery based) and units of equity oriented funds on a recognised stock exchange would attract Securities
    Transaction Tax at 0.125% of the value of transaction payable by both the buyer as well as the seller.
7
    MAT at 11.33% is leviable in respect of such exempt long term capital gain.
8
    Whether MAT is applicable in the hands of a foreign company is a debatable issue.
9
    Beneficial rate of 10.5575% may be taken although this has always been subject to litigation with the Indian revenue authorities.

                                                                     D-45
Appendix D


Withholding Tax
Dividend
Dividend payable by an Indian company to its shareholders is currently not subject to tax withholding under the
Indian income tax law, provided it has been subject to DDT.

Interest
Interest payable by an Indian company is subject to tax withholding under the Indian income tax law.
With respect to interest payable to a non resident, the withholding tax rate on interest is 21.115% on gross basis
where the debt is denominated in foreign currency. In all other cases, the withholding tax rate is 42.23%.
However, the rate of withholding tax on interest payments to non residents would be subject to the provisions of the
tax treaty entered into between India and the country of residence of the non resident. Based on Indian income tax
law, the provisions of relevant tax treaties will apply to the extent they are more beneficial to the taxpayer subject to
satisfaction of conditions.

Transfer pricing
Under the Indian transfer pricing regulations, all international transactions with “associated enterprises” need to be
at an arm’s length price. The transfer pricing regulations define international transactions to include transactions
between two associated enterprises, at least one of which is a non-resident. Further, “associated enterprise” is very
widely defined under the regulations and includes overseas group affiliates and certain other entities meeting the
economic dependency criterion.
The regulations also prescribe certain methodologies to determine the arm’s length price. Typically a transfer
pricing study from an Indian perspective is undertaken to determine the arm’s length price.

Wealth tax
In addition to regular corporate taxes payable in India, an Indian company is required to pay wealth tax in respect of
its net wealth in excess of Rs. 3 million (approx USD 65,000) at 1.0%. Net wealth is computed as an aggregate value
of all assets (excluding certain specified assets) less aggregate value of all debts (assets and debts outside India are
excluded).

Proposed Direct Tax Code
The Government of India has released a new direct tax code on August 12, 2009 for public comments. The Direct
Tax Code Bill, 2009 (“DTC”) is envisaged to come into force from April 1, 2011. The DTC proposes to consolidate
direct taxes under a common tax code. The objective of introducing a new Direct Tax Code is to lend simplicity,
flexibility and stability to the Indian taxation system and also to reduce scope of ambiguity and litigation.
The DTC proposes to introduce, among others, changes in computation of income from all sources including
computation of MAT and also proposes to introduce anti avoidance rules (both general and specific).

Indirect taxes on real estate
Apart from Stamp Duty as discussed above under “Indian Stamp Act, 1899”, the indirect taxes that may directly
impact the real estate sector are the sales tax/VAT, service tax and customs duty.

Value added tax (“VAT”)/central sales tax (“CST”)
VAT/CST is levied on sale or lease of movable property in India. Immovable property is not subject to VAT/CST in
India. The rate of taxation depends upon the nature/description of the goods and also on the actual movement of the
movable property i.e. whether the sale of movable property is an intra-state sale or an inter-state sale.
Where the sale is an intra-state sale, i.e. the movable property actually moves within a State, VAT at rates varying
from 4.0% to 12.5% would apply, depending upon the nature/description of movable property being sold/leased.
A dealer is eligible to claim a credit of the VAT paid on procurements in a State and utilize it against its output VAT
liability in that State, subject to satisfaction of prescribed conditions.

                                                         D-46
Appendix D


Where the sale is an inter-date sale, i.e. the movable property actually moves from one State to another State, CST
would apply. CST is payable at the VAT rate prevailing in the State where movement of goods commences. In case
the sale is made against issuance of a statutory form (i.e. Form C) by the buyer to the seller, CST at 2.0% or local
VAT rate, whichever is lower, is applicable.

Service tax
Service tax is a Central levy in India. It is governed by the provisions outlined in Chapter Vof the Finance Act, 1994
(“the Finance Act”). It is applicable on services specified in the Finance Act. Generally, the service tax is payable by
the service providers at 10.30%. The tax is levied on the gross value of taxable services.
A service provider is eligible to avail credit of the service tax paid on the services used for providing output taxable
services. The service provider can utilize the credit against its output service tax liability.
Under the service tax legislation, when any service is provided by a person who does not have a place of business in
India, to a person who has a place of business in India, such service is taxable in the hand of the service recipient
under the reverse charge mechanism, subject to prescribed conditions. The service recipient is eligible to avail
credit of such service tax paid, if such services are used for providing output taxable service. The service recipient
can utilize such credit against its output service tax liability.

Customs duty
Customs duty is levied by the Central Government on import of goods into India. The levy and the rate of customs
duty is governed by the Customs Act, 1962 read with the Customs Tariff Act, 1975. The importer of goods is the
person liable to pay customs duty. While the customs duty (comprising basic customs duty and additional duties of
customs) varies for different goods, the general effective rate is 24.42% comprising the following:
• Basic customs duty — 10.0%
• Countervailing duty in lieu of excise duty (“CVD”) — 8.24%
• Special additional duty in lieu of VAT/CST (“SAD”) — 4.0%
• Education cess — 2.0%
• Secondary and higher education cess — 1.0%
A manufacturer (who manufactures excisable goods in India) is allowed to avail credit of the CVD and SAD
component of the customs duty paid on imported goods which are used in the manufacturing activity. The
manufacturer can utilize such credit against its output excise duty liability.
A service provider (who provides taxable services in India) is allowed to avail credit of the CVD component of the
customs duty paid on imported goods which are used in rendering output taxable services. The service provider can
utilize such credit against its output service tax liability.




                                                         D-47
(This page intentionally left blank)
Appendix E




                     CapitaMalls Asia Limited
               (formerly known as CapitaLand Retail Limited)
                          and its subsidiaries
                         Combined Financial Statements
             For the Years Ended December 31, 2006, 2007 and 2008




                                     E-1
Appendix E


                                  KPMG LLP                              Telephone +65 6213 3388
                                  16 Raffles Quay #22-00                Fax       +65 6225 0984
                                  Hong Leong Building                   Internet  kpmg.com.sg
                                  Singapore 048581




Independent Auditors’ Report


The Board of Directors
CapitaMalls Asia Limited
(formerly known as CapitaLand Retail Limited)
39 Robinson Road
#18-01 Robinson Point
Singapore 068911


Dear Sirs,
We have audited the accompanying combined financial statements of CapitaMalls Asia Limited (formerly known
as CapitaLand Retail Limited) (the Company) and its subsidiaries (collectively the Group), which comprise the
combined balance sheets of the Group as at December 31, 2006, 2007 and 2008, the combined income statements,
combined statements of changes in equity and combined statements of cash flows of the Group for the years ended
December 31, 2006, 2007 and 2008, and a summary of significant accounting policies and other explanatory notes,
as set out on pages E-4 to E-69.

Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance
with Singapore Financial Reporting Standards. This responsibility includes:
(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance
    that assets are safeguarded against loss from unauthorized use or disposition; and transactions are properly
    authorized and that they are recorded as necessary to permit the preparation of true and fair profit and loss
    accounts and balance sheets and to maintain accountability of assets;
(b) selecting and applying appropriate accounting policies; and
(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are
free of material misstatement.




                                                           E-2
Appendix E


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                              Independent Accountant’s Report
                                                                Years Ended December 31, 2006, 2007 and 2008

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.

Opinion
In our opinion, the combined financial statements of the Group are properly drawn up in accordance with Singapore
Financial Reporting Standards to present fairly, in all material aspects, the state of affairs of the Group as at
December 31, 2006, 2007 and 2008 and the results, changes in equity and cash flows of the Group for the years
ended December 31, 2006, 2007 and 2008.
This report has been prepared for inclusion in the Prospectus of the Company in connection with the initial public
offering of the shares of the Company. No audited financial statements of the Company or its subsidiaries have been
prepared for any period subsequent to December 31, 2008.




KPMG LLP
Public Accountants and
Certified Public Accountants
Singapore

Leong Kok Keong
Partner-in-charge
November 2, 2009, except for Earnings per share — basic and diluted in the Combined Income Statements, Note 28
Earnings per share and Note 36 Subsequent events, as to which the date is November 17, 2009.




                                                        E-3
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

Combined Balance Sheets
As of December 31, 2006, 2007 and 2008
                                                                 Note      2006          2007          2008
                                                                           $’000         $’000         $’000
Non-current assets
Plant and equipment                                               3          6,515        12,264         16,574
Investment properties                                             4        567,036     1,047,321      1,390,146
Properties under development                                       5             -       160,192        171,250
Associates                                                        7      1,313,863     2,279,369      2,836,406
Jointly-controlled entities                                       8        285,738       249,725        241,605
Other investments                                                 9        217,956       213,986        255,627
Deferred tax assets                                               10           484           203            203
Other assets                                                                 2,180         1,851          1,338
                                                                         2,393,772     3,964,911      4,913,149
Current assets
Trade and other receivables                                       11       733,660      455,143        425,075
Cash and cash equivalents                                         13       152,886      236,468        147,798
                                                                           886,546      691,611        572,873
Total assets                                                             3,280,318     4,656,522      5,486,022

Equity attributable to equity holder
  of the Company
Share capital                                                     14        50,000       50,000       1,000,000
Reserves                                                          15       519,797      631,782         836,664
                                                                           569,797      681,782       1,836,664
Minority interests                                                          73,368       46,390          52,080
Total equity                                                               643,165      728,172       1,888,744
Non-current liabilities
Financial liabilities                                             16       438,506      425,481       1,648,157
Deferred tax liabilities                                          10         2,495        8,864          25,054
Other non-current liabilities                                     17        59,404       67,803          26,251
                                                                           500,405      502,148       1,699,462
Current liabilities
Trade and other payables                                          18     1,054,254       639,293        505,343
Financial liabilities                                             16     1,058,857     2,753,897      1,351,850
Current tax payable                                                         23,637        33,012         40,623
                                                                         2,136,748     3,426,202      1,897,816
Total liabilities                                                        2,637,153     3,928,350      3,597,278
Total equity and liabilities                                             3,280,318     4,656,522      5,486,022




               The accompanying notes form an integral part of these combined financial statements.

                                                       E-4
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008

Combined Income Statements
Years Ended December 31, 2006, 2007 and 2008
                                                      Note           2006           2007             2008
                                                                     $’000          $’000            $’000

Revenue                                                22           130,843        169,698          273,776
Cost of sales                                                       (77,814)       (72,123)         (89,308)
Gross profit                                                         53,029         97,575           184,468
Other operating income                                 23            99,781        139,497           119,714
Administrative expenses                                             (53,221)       (92,673)         (102,647)
Other operating expenses                                               (522)          (842)             (982)
Finance costs                                          24           (77,164)      (106,815)         (158,202)
Share of results (net of tax) of:
- Associates                                                         92,929        188,672          151,310
- Jointly-controlled entities                                            65        (11,137)          (2,998)
Profit before taxation                                 25           114,897        214,277          190,663
Income tax expense                                     26           (15,352)       (29,212)         (31,361)
Profit for the year                                                  99,545        185,065          159,302

Attributable to:
Equity holder of the Company                                        112,342        185,407          156,799
Minority interests                                                  (12,797)          (342)           2,503
Profit for the year                                                  99,545        185,065          159,302

Earnings per share (cents)
- Basic and diluted                                    28                88            146               41




             The accompanying notes form an integral part of these combined financial statements.

                                                     E-5
      Appendix E



                                                                                                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                                             Combined Financial Statements
                                                                                                                                              Years Ended December 31, 2006, 2007 and 2008

      Combined Statements of Changes in Equity
      Years Ended December 31, 2006, 2007 and 2008
                                                                                                                                                                    Total
                                                                                                                                                                attributable
                                                                                                                   Currency               Accumu-                to equity
                                                                     Share     Capital   Revaluation Fair value   translation   Hedging     lated     Other      holder of   Minority     Total
                                                                     capital   reserve     reserve    reserve       reserve     reserve    profits   reserve   the Company interests     equity
                                                                      $’000     $’000       $’000      $’000         $’000       $’000     $’000      $’000        $’000      $’000      $’000

      At January 1, 2006                                             50,000     1,790     125,316      63,856        5,536           -    171,531    70,900      488,929      140,667    629,596
      Exchange differences arising from consolidation of foreign
         operations and translation of foreign currency loans              -        -            -          -       (4,545)          -          -         -        (4,545)     (7,534)   (12,079)
      Net deficit on revaluation of investment properties                  -        -       (1,934)         -            -           -          -         -        (1,934)    (15,881)   (17,815)
      Share of net revaluation gain of associates                          -        -       66,902          -            -           -          -         -        66,902           -     66,902




E-6
      Effective portion of change in fair value of cash flow
         hedges                                                           -         -           -           -            -      (5,328)          -      -          (5,328)          -    (5,328)
      Change in fair value of equity securities available-for-sale        -         -           -      12,371            -           -           -      -          12,371           -    12,371
      Net gains/(losses) recognized directly in equity                    -         -      64,968      12,371       (4,545)     (5,328)          -      -          67,466     (23,415)   44,051
      Profit for the year                                                 -         -           -           -            -           -     112,342      -         112,342     (12,797)   99,545
      Total recognized income and expense for the year                    -         -      64,968      12,371       (4,545)     (5,328)    112,342      -         179,808     (36,212) 143,596
      Acquisition of subsidiaries                                         -         -           -           -            -           -           -      -               -      48,691    48,691
      Capital contribution                                                -         -           -           -            -           -           -    700             700           -       700
      Issue of shares to minority interest                                -         -           -           -            -           -           -      -               -     177,366 177,366
      Disposal of subsidiaries                                            -      (227)          -           -            -           -           -      -            (227)   (257,144) (257,371)
      Cost of share-based payments                                        -     2,899           -           -            -           -           -      -           2,899           -     2,899
      Tax-exempt dividend paid                                            -         -           -           -            -           -    (102,312)     -        (102,312)          - (102,312)
      At December 31, 2006                                           50,000     4,462     190,284      76,227          991      (5,328)    181,561 71,600         569,797      73,368 643,165




                                                       The accompanying notes form an integral part of these combined financial statements.
      Appendix E


                                                                                                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                                           Combined Financial Statements
                                                                                                                                            Years Ended December 31, 2006, 2007 and 2008

      Combined Statements of Changes in Equity
      Years Ended December 31, 2006, 2007 and 2008
                                                                                                                                                                  Total
                                                                                                                                                              attributable
                                                                                                                   Currency              Accumu-               to equity
                                                                     Share     Capital   Revaluation Fair value   translation Hedging      lated   Other       holder of   Minority    Total
                                                                     capital   reserve     reserve    reserve       reserve   reserve     profits reserve    the Company interests    equity
                                                                      $’000     $’000       $’000      $’000         $’000     $’000      $’000    $’000          $’000     $’000     $’000

      At January 1, 2007, as previously stated                       50,000     4,462      190,284     76,227         991      (5,328)   181,561    71,600     569,797      73,368    643,165
      Effects of adopting FRS 40                                          -         -     (190,284)         -           -           -    190,284         -           -           -          -
      At January 1, 2007, restated                                   50,000     4,462            -     76,227         991      (5,328)   371,845    71,600     569,797      73,368    643,165
      Exchange differences arising from consolidation of
         foreign operations and translation of foreign currency




E-7
         loans                                                             -        -            -          -      (26,474)         -          -         -     (26,474)       (424)   (26,898)
      Effective portion of change in fair value of cash flow
         hedges                                                           -         -            -          -            -     (4,841)         -         -      (4,841)          -     (4,841)
      Change in fair value of equity securities available-for-sale        -         -            -      5,866            -          -          -         -       5,866           -      5,866
      Others                                                              -         1            -          -            -          -          -         -           1           -          1
      Net gains/(losses) recognized directly in equity                    -         1            -      5,866      (26,474)    (4,841)         -         -     (25,448)       (424)   (25,872)
      Profit for the year                                                 -         -            -          -            -          -    185,407         -     185,407        (342)   185,065
      Total recognized income and expense for the year                    -         1            -      5,866      (26,474)    (4,841)   185,407         -     159,959        (766)   159,193
      Issue of ordinary shares to minority shareholders                   -         -            -          -            -          -          -         -           -       1,880      1,880
      Deemed return of capital to minority interests                      -         -            -          -            -          -          -         -           -     (28,092)   (28,092)
      Cost of share-based payments                                        -     7,411            -          -            -          -          -         -       7,411           -      7,411
      Tax-exempt dividend paid                                            -         -            -          -            -          -    (55,385)        -     (55,385)          -    (55,385)
      At December 31, 2007                                           50,000    11,874            -     82,093      (25,483)   (10,169)   501,867    71,600     681,782      46,390    728,172




                                                        The accompanying notes form an integral part of these combined financial statements.
      Appendix E


                                                                                                                                                    CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                                                 Combined Financial Statements
                                                                                                                                                  Years Ended December 31, 2006, 2007 and 2008

      Combined Statements of Changes in Equity
      Years Ended December 31, 2006, 2007 and 2008
                                                                                                                                                                    Total
                                                                                                                                                                attributable
                                                                                                                Currency                Accumu-                  to equity
                                                                          Share         Capital   Fair value   translation   Hedging      lated       Other      holder of     Minority      Total
                                                                          capital       reserve    reserve       reserve     reserve     profits     reserve   the Company     interests    equity
                                                                           $’000         $’000      $’000         $’000       $’000      $’000        $’000         $’000        $’000      $’000

      At January 1, 2008                                                   50,000       11,874      82,093      (25,483)     (10,169)   501,867       71,600      681,782       46,390      728,172
      Exchange differences arising from consolidation of foreign
        operations and translation of foreign currency loans                        -        -           -       30,915            -          -            -        30,915       5,067        35,982
      Effective portion of change in fair value of cash flow hedges                 -        -           -            -      (13,604)         -            -       (13,604)          -       (13,604)
      Change in fair value of available-for-sale investments                        -        -     (25,701)           -            -          -            -       (25,701)          -       (25,701)
      Transfer between reserves                                                     -        -     (22,762)           -       22,762          -            -             -           -             -




E-8
      Realization of fair value reserve and hedging reserve on sale of
        available-for-sale investments transferred to income statement              -        -      (8,935)            -      (5,526)         -            -       (14,461)          -       (14,461)
      Others                                                                        -      (72)          -             -           -          -            -           (72)          -           (72)
      Net gains/(losses) recognized directly in equity                              -      (72)    (57,398)      30,915        3,632          -            -      (22,923)       5,067      (17,856)
      Profit for the year                                                           -        -           -            -            -    156,799            -      156,799        2,503      159,302
      Total recognized income and expense for the year                              -      (72)    (57,398)      30,915        3,632    156,799            -      133,876        7,570      141,446
      Capital contribution                                                          -        -           -            -            -          -      130,103      130,103            -      130,103
      Conversion of related party loan payable into ordinary shares
         (Note 16)                                                        950,000            -           -             -           -          -            -      950,000            -      950,000
      Cost of share-based payments                                              -        6,641           -             -           -          -            -        6,641            -        6,641
      Effects of disposal of subsidiaries                                       -            -           -             -           -          -            -            -       (1,880)      (1,880)
      Interim tax-exempt dividend paid                                          -            -           -             -           -    (65,738)           -      (65,738)           -      (65,738)
      At December 31, 2008                                               1,000,000      18,443      24,695        5,432       (6,537)   592,928      201,703     1,836,664      52,080     1,888,744




                                                         The accompanying notes form an integral part of these combined financial statements.
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008
Combined Statements of Cash Flows
Years Ended December 31, 2006, 2007 and 2008

                                                     Note           2006           2007             2008
                                                                    $’000          $’000            $’000
Operating activities
Profit before income tax                                            114,897        214,277          190,663
Adjustments for:
Depreciation of plant and equipment                                    2,329          2,513            4,792
Write off of plant and equipment/ Loss on
  disposal of plant and equipment                                           29              -                -
Amortization of club membership                                              -             11               29
Gain on disposal/dilution of subsidiaries and
  associates                                                         (61,802)       (40,472)            (135)
Fee income received in the form of units of
  associates                                                         (17,518)       (14,647)         (18,734)
Gain on disposal of available-for-sale
  investments                                                                -              -        (14,461)
Share of results of associates and jointly-
  controlled entities                                                (92,994)      (177,535)        (148,312)
Realization of deferred income                                             -         (5,853)         (18,618)
Fair value gain on investment properties                                   -        (13,186)         (50,196)
Share based payment expenses                                           2,941          8,459            7,198
Dividend income                                                       (7,497)        (9,217)          (9,861)
Interest income                                                       (9,545)      (17,408)         (13,110)
Interest expense                                                      77,164       106,815          158,202
                                                                       8,004         53,757          87,457
Changes in working capital:
Trade and other receivables                                          (22,601)       (30,234)         (19,762)
Trade and other payables (including security
  deposits)                                                           46,242         66,399            5,409
Cash generated from operations                                        31,645         89,922          73,104
Income tax paid                                                       (5,947)       (12,920)         (9,414)
Cash flows from operating activities                                  25,698         77,002          63,690




             The accompanying notes form an integral part of these combined financial statements.

                                                     E-9
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

                                                       Note           2006            2007            2008
                                                                      $’000           $’000           $’000
Investing activities
Acquisition of subsidiaries                             27              (56,214)              -               -
Investment in associates and jointly-controlled
   entities                                                           (294,762)       (569,678)       (372,857)
Additions to investment properties and
   properties under development                                       (751,621)       (702,341)       (288,946)
Proceeds from disposal of subsidiaries                  27             172,174               -          12,324
Investment in unquoted equity securities                                     -               -        (127,828)
Proceeds from disposal of available-for-sale
   investments                                                               -               -          60,486
Proceeds from disposal of interest in associate                         15,412               -               -
Purchase of plant and equipment                                         (7,668)         (8,301)         (8,931)
Deposits for new investments                                                 -         (61,644)              -
Interest income received                                                 3,416           3,456           2,358
Dividend received from investee company                                  7,497           4,609           9,183
Dividend received from associates                                       72,404          81,592          72,929
(Advances to)/Repayment from associates and
   jointly-controlled entities                                           2,484         548,129        (137,719)
Cash flows from investing activities                                  (836,878)       (704,178)       (779,001)

Financing activities
Issue of ordinary shares                                                    700               -               -
Issue of ordinary shares to minority
   shareholders                                                        177,366           1,880                -
Capital contribution from immediate holding
   company                                                                    -            700         130,103
Advances from/(Repayment to) minority
   interests                                                                (20)         (8,008)        38,249
Loans and advances from immediate holding
   company and related corporations                                    703,599         781,068         566,034
Proceeds from bank loans                                               164,640          15,585          38,676
Proceeds from issue of debt securities                                       -          75,224         103,366
Repayment of debt securities                                                 -               -         (10,431)
Deposits pledged                                                             -        (103,373)        103,052
Interest paid                                                          (75,379)        (99,906)       (174,919)
Dividends paid                                                        (102,312)        (55,385)        (65,738)
Cash flows from financing activities                                   868,594         607,785         728,392

Net increase/(decrease) in cash and cash
  equivalents                                                           57,414         (19,391)         13,081
Effect of exchange rate changes on cash
  balances held in foreign currencies                                   (1,648)           (399)          1,300
Cash and cash equivalents at beginning of year                          97,120         152,886         133,096
Cash and cash equivalents at end of year                13             152,886         133,096         147,477

Significant non-cash transaction
In 2008, the Company increased its share capital by $950 million through the capitalization of the loan payable to
related corporation (Note 16).
             The accompanying notes form an integral part of these combined financial statements.

                                                      E-10
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

        Notes to the Combined Financial Statements

        These notes form an integral part of the combined financial statements.

1       Background and basis of preparation

1.1     Introduction

        These combined financial statements have been prepared for inclusion in the Prospectus of CapitaMalls
        Asia Limited (formerly CapitaLand Retail Limited) (the “Company”) in connection with the initial
        public offering of ordinary shares of the Company.

1.2     Domicile and activities

        The Company is incorporated in the Republic of Singapore and has its registered office at 39
        Robinson Road, #18-01, Robinson Point, Singapore 068911.

        The principal activities of the Company are that of an investment holding company and provision of
        management services. The principal activities of the significant subsidiaries are set out in note 6 to the
        financial statements.

        The immediate and ultimate holding company during the financial years 2006, 2007 and 2008 is
        CapitaLand Limited which is incorporated in the Republic of Singapore.

        The combined financial statements relate to the Company and its subsidiaries (together referred to as the
        Group) and the Group’s interests in associates and jointly-controlled entities.

1.3     Corporate Reorganization

        Transfer of entities under common control

        On October 30, 2009, the Group entered into Corporate Reorganization agreements with its related
        corporations, where the following companies would be transferred to the Group from the Company’s
        related corporations: Victoria City Pte Ltd, CapitaLand Retail Trustee Pte. Ltd., CapitaRetail China
        Fund Management Pte. Ltd., CapitaMall Trust Management Limited, CapitaRetail Singapore
        Management Pte. Ltd., Retail RECM (BVI) Limited, CapitaRetail China Trust Management Limited,
        CapitaRetail (Beijing) Investment Consulting Co., Ltd, CapitaRetail India Fund Management Pte. Ltd.,
        One Trustee Pte. Ltd., CapitaRetail Malaysia REIT Management Sdn Bhd and CapitaRetail Japan
        Fund Management Private Limited; and its interest in TRM Pte. Ltd. would be transferred to its related
        corporation. The Group would also transfer a 15% interest in the Raffles City China Fund Limited from
        its related corporation.

1.4     Basis of preparation

        The Corporate Reorganization is considered to be a transfer of equity interests between entities under
        common control and therefore the entities transferred into the Group have been accounted for in a manner
        similar to the pooling-of-interests method. Accordingly, the assets and liabilities of these entities have
        been included in our combined financial statements at their historical amounts. Further, the effects of the
        net assets of entities transferred out of the Group are reflected in the combined statement of changes in

                                                     E-11
Appendix E


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                             Combined Financial Statements
                                                              Years Ended December 31, 2006, 2007 and 2008

        equity, rather than in the combined income statement of the Group. Although the Corporate
        Reorganization was entered into on October 30, 2009, the combined financial statements present the
        financial condition and results of operations as if the Corporate Reorganization had occurred as of the
        beginning of the earliest period presented.

        These combined financial statements of the Group for the relevant periods were audited by KPMG LLP
        Singapore, a firm of Certified Public Accountants registered with the Accounting and Corporate
        Regulatory Authority, in accordance with Singapore Standards on Auditing.

2       Summary of significant accounting policies

2.1     Basis of preparation

        The combined financial statements are prepared in accordance with Singapore Financial Reporting
        Standards.

        The combined financial statements have been prepared on the historical cost basis except for the
        following assets and liabilities which are measured at fair value: investment properties and certain
        financial assets and financial liabilities.

        The financial statements are presented in Singapore dollars which is the Company’s functional currency.
        All financial information presented in Singapore dollars has been rounded to the nearest thousand, unless
        otherwise stated.

        The preparation of financial statements in conformity with FRS requires management to make
        judgements, estimates and assumptions that affect the application of accounting policies and the
        reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
        estimates.

        Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
        estimates are recognized in the period in which the estimates are revised and in any future periods
        affected.

        In particular, information about significant areas of estimation uncertainty and critical judgements in
        applying accounting policies that have the most significant effect on the amount recognized in the
        financial statements are described in the following notes:

        Note 4 – valuation of investment properties

        Note 33 – valuation of financial instruments

        The accounting policies set out below have been applied consistently by the Group. The accounting
        policies used by the Group have been applied consistently to all periods presented in these financial
        statements.

2.2     Combination

        The combined financial statements of the Group have been prepared on the basis that the above transfers
        had taken effect and been completed as of January 1, 2006, or the dates of incorporation/establishment of

                                                      E-12
Appendix E


                                                                    CapitaMalls Asia Limited and its subsidiaries
                                                                                 Combined Financial Statements
                                                                  Years Ended December 31, 2006, 2007 and 2008

        subsidiaries under common control, if later, but without taking into account the payments that are
        required to be made.

        (i)   Subsidiaries

              Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to
              govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
              assessing control, potential voting rights that presently are exercisable are taken into account.

              The Group has also established certain special purpose entities (SPE) for investment purposes. An
              SPE is consolidated if, based on an evaluation of the substance of its relationship with the Group, and
              the SPE’s risks and rewards, the Group concludes that it controls the SPE.

              The financial statements of subsidiaries are included in the combined financial statements from the
              date that control commences until the date that control ceases. The accounting policies of subsidiaries
              have been changed where necessary to align them with the policies adopted by the Group.

              For acquisition of subsidiaries under common control, the identifiable assets and liabilities were
              accounted for at their historical costs, in a manner similar to the “pooling-of-interests” method of
              accounting. Any excess or deficiency between the amounts recorded as share capital issued plus any
              additional consideration in the form of cash or other assets and the amount recorded for the share
              capital acquired is recognized directly in equity.

              For acquisition of subsidiaries accounted under the purchase method, the cost of acquisition is
              measured at the fair value of the assets given, equity instruments issued and liabilities incurred or
              assumed at the date of exchange, plus costs directly attributable to the acquisition.

              Any excess or deficiency of the purchase consideration over the net fair value of the identifiable
              assets, liabilities and contingent liabilities is accounted as goodwill or negative goodwill. Goodwill
              is stated at cost less impairment losses and is tested annually for impairment. Negative goodwill is
              recognized in the income statement in the period of acquisition.

        (ii) Associates and jointly-controlled entities

              Associates are those entities in which the Group has significant influence, but not control, over their
              financial and operating policies. Significant influence is presumed to exist when the Group holds
              between 20% and 50% of the voting power of another entity. Jointly-controlled entities are those
              entities over whose activities the Group has joint control, established by contractual agreement and
              requiring unanimous consent for strategic financial and operating decisions.

              Associates and jointly-controlled entities (collectively referred to as “equity accounted investees”)
              are accounted for using the equity method.

              The combined financial statements include the Group’s share of the income, expenses and equity
              movements of associates and jointly-controlled entities, after adjustments to align the accounting
              policies with those of the Group, from the date that significant influence or joint control commences
              until the date that significant influence or joint control ceases. When the Group’s share of losses
              exceeds its interest in an associate or a joint-controlled entity, the carrying amount of that interest is
              reduced to zero and the recognition of further losses is discontinued except to the extent that the
              Group has an obligation or has made payments on behalf of the investee.

                                                        E-13
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

        (iii) Transactions eliminated on combination

              Intra-group balances, and any unrealized income or expenses arising from intra-group transactions,
              are eliminated in preparing the conmbined financial statements. Unrealized gains arising from
              transactions with associates and jointly-controlled entities are eliminated against the investment to
              the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as
              unrealized gains, but only to the extent that there is no evidence of impairment.

2.3     Foreign currencies

        (i)   Foreign currency transactions

              Transactions in foreign currencies are translated to the respective functional currencies of Group
              entities at the exchange rate at the date of the transaction. Monetary assets and liabilities
              denominated in foreign currencies at the reporting date are retranslated to the functional
              currency at the exchange rate at the reporting date. Non-monetary assets and liabilities
              denominated in foreign currencies that are measured at fair value are retranslated to the
              functional currency at the exchange rate at the date on which the fair value was determined.

              Foreign currency differences arising on retranslation are recognized in the income statement, except
              for differences arising on the retranslation of monetary items that in substance form part of the Group’s
              net investment in a foreign operation (see below) and available-for-sale equity instruments and
              financial liabilities designated as hedges of the net investment in a foreign operation (see note 2.6).

        (ii) Foreign operations

              The assets and liabilities of foreign operations are translated to Singapore dollars at exchange rates at
              the reporting date. The income and expenses of foreign operations are translated to Singapore dollars
              at exchange rates prevailing at the dates of the transactions. Goodwill and fair value adjustments
              arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign
              operation and translated at the closing rate.

              Foreign currency differences are recognized in the foreign currency translation reserve. When a
              foreign operation is disposed of, in part or in full, the relevant amount in the foreign currency
              translation reserve is transferred to the income statement.

        (iii) Net investment in a foreign operation

              Exchange differences arising from monetary items that in substance form part of the Company’s net
              investment in a foreign operation are recognized in the Company’s income statement. Such
              exchange differences are reclassified to equity in the combined financial statements. When the
              foreign operation is disposed off, the cumulative amount in equity is transferred to the income
              statement as an adjustment to the profit or loss arising from disposal.




                                                       E-14
Appendix E


                                                                      CapitaMalls Asia Limited and its subsidiaries
                                                                                   Combined Financial Statements
                                                                    Years Ended December 31, 2006, 2007 and 2008

2.4     Plant and equipment

        Plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation
        is provided on a straight-line basis so as to write off the costs over their estimated useful lives as follows:-
        Improvement to premises                                 -         20 years

        Plant, machinery and other improvements                 -         3 to 10 years

        Motor vehicles                                          -         5 years

        Furniture, fittings and equipment                       -         2 to 5 years

        Depreciation methods, useful lives and residual values are reviewed, and adjusted if appropriate, at each
        reporting date.

2.5     Investment properties and properties under development

        (i)   Investment properties

              Investment properties are properties held either to earn rental income or for capital appreciation or
              both. It does not include properties for sale in the ordinary course of business, used in the production
              or supply of goods or services, or for administrative purposes.

              Prior to January 1, 2007

              Investment properties, which are not held with the intention of sale in the ordinary course of
              business, are stated at fair value. The fair value is determined by the directors on an annual basis
              based on internal valuation or independent professional valuation. Independent professional
              valuation is made at least once every 3 years. Any increase in value is credited to the
              revaluation reserve unless it offsets a previous decrease in value recognized in the income
              statement. A decrease in value is recognized in the income statement where it exceeds the
              increase previously recognized in the revaluation reserve.

              When an investment property is disposed off, the resulting gain or loss recognised in the income
              statement is the difference between net disposal proceeds and the carrying amount of the property.
              Any amount in the revaluation reserve that relates to the property is transferred to the income
              statement in calculating the gain or loss on disposal.

              On or after January 1, 2007

              Investment properties are initially recognized at cost, including transaction costs, and subsequently
              at fair value with any change therein recognized in the income statement. Rental income from
              investment properties is accounted for in the manner described in note 2.12. The fair value is
              performed once every six months based on internal valuation or independent professional valuation.
              Independent professional valuation is obtained at least once every three years.

              When an investment property is disposed off, the resulting gain or loss recognized in the income
              statement is the difference between net disposal proceeds and the carrying amount of the property.

              Change in accounting policy

              The Group adopted FRS 40 Investment Property (“FRS 40”) on January 1, 2007. Under FRS 40, the
              Group continues to classify its investment properties which met the recognition criteria under

                                                       E-15
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

              FRS 40 as investment properties and state them at fair value, but with changes in fair value
              recognized in the income statement. Before January 1, 2007, the increases in the fair value of the
              investment properties are credited to the revaluation reserve unless it offset a previous decrease in
              value recognized in the income statement.

              In accordance with the transitional provisions of FRS 40, the Group has elected to recognize the
              effects of FRS 40 adoption as an adjustment to the opening balance of accumulated profits as at
              January 1, 2007.

              Under the transitional provisions of FRS 40, the Group reclassified the revaluation reserve of
              $190,284,000 to accumulated profits at January 1, 2007. The comparatives have not been restated.

              The change in accounting policy had the following impact on the financial statements:

                                                                                       2007                2008
                                                                                       $’000               $’000
              Balance sheet at December 31,
              Decrease in revaluation reserve                                        (190,284)                     -
              Increase in accumulated profits                                         190,284                      -
              Income statement for the year ended December 31,
              Increase in other operating income                                       13,186              50,196
              Increase in share of results of associates and jointly-
                controlled entities                                                   138,349              75,889
              Increase in taxation                                                     (3,340)            (12,475)
              Increase in minority interests                                           (3,702)             (1,649)
              Increase in profit attributable to equity holder of the
                Company                                                               144,493            111,961

        (ii) Properties under development

              Properties under development are properties being constructed or developed for future rental. They
              are carried at cost less accumulated impairment losses until construction or development is
              completed, at which time they are transferred and accounted for as investment properties.


2.6     Financial instruments

        (i)   Non-derivative financial instruments

              Non-derivative financial instruments comprise investments in equity securities, trade and other
              receivables, cash and cash equivalents, financial liabilities and trade and other payables.

              Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at
              fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial
              recognition, non-derivative financial instruments are measured as described below.

              A financial instrument is recognized if the Group becomes a party to the contractual provisions of the
              instrument. Financial assets are derecognized if the Group’s contractual rights to the cash flows from
              the financial assets expire or if the Group transfers the financial asset to another party without
              retaining control or transfers substantially all the risks and rewards of the asset. Regular way
              purchases and sales of financial assets are accounted for at trade date, i.e., the date that the Group

                                                       E-16
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

             commits itself to purchase or sell the asset. Financial liabilities are derecognized if the Group’s
             obligations specified in the contract expire or are discharged or cancelled.

             Cash and cash equivalents comprise cash balances and bank deposits.

             Available-for-sale financial assets

             The Group’s investments in equity securities are classified as available-for-sale financial assets.
             Subsequent to initial recognition, they are measured at fair value and changes therein, other than for
             impairment losses, and foreign exchange gains and losses on available-for-sale monetary items (see
             note 2.3), are recognized directly in equity. When an investment is derecognized, the cumulative
             gain or loss in equity is transferred to the income statement.

             Other

             Other non-derivative financial instruments are measured at amortized cost using the effective
             interest method, less any impairment losses.

        (ii) Financial guarantees

             Financial guarantee contracts are classified as financial liabilities unless the Group has previously
             asserted explicitly that it regards such contracts as insurance contracts and accounted for them as
             such.

             Financial guarantees classified as financial liabilities

             Such financial guarantees are recognized initially at fair value. Subsequent to initial measurement,
             the financial guarantees are stated at the higher of (i) the amount determined in accordance with
             accounting policy 2.10 on provisions; and (ii) the initial fair value less cumulative amortization.
             When financial guarantees are terminated before their original expiry date, the carrying amount of
             the financial guarantees is transferred to the income statement.

             Financial guarantees classified as insurance contracts

             These financial guarantees are accounted for as insurance contracts. Provision is recognized based
             on the Group’s estimate of the ultimate cost of settling all claims incurred but unpaid at the balance
             sheet date.

             The provision is assessed by reviewing individual claims and tested for adequacy by comparing the
             amount recognized and the amount that would be required to settle the guarantee contract.

        (iii) Hedge of net investment in a foreign operation

             Foreign currency differences arising from the retranslation of a financial liability designated as a hedge
             of a net investment in a foreign operation are recognized in the Company’s income statement. On
             combination, such differences are recognized directly in equity, in the foreign currency translation
             reserve, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such
             differences are recognized in the income statement. When the hedged net investment is disposed off,
             the cumulative amount in equity is transferred to the income statement as an adjustment to the profit or
             loss on disposal.




                                                       E-17
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

        (iv)    Impairment of financial assets

               A financial asset is assessed at each reporting date to determine whether there is any objective
               evidence that it is impaired. A financial asset is considered to be impaired if objective evidence
               indicates that one or more events have had a negative effect on the estimated future cash flows of that
               asset.

               An impairment loss in respect of a financial asset measured at amortized cost is calculated as the
               difference between its carrying amount, and the present value of the estimated future cash flows
               discounted at the original effective interest rate. An impairment loss in respect of an
               available-for-sale financial asset is calculated by reference to its current fair value.

               Individually significant financial assets are tested for impairment on an individual basis. The
               remaining financial assets are assessed collectively in groups that share similar credit risk
               characteristics.

               All impairment losses are recognized in the income statement. Any cumulative loss in respect of an
               available-for-sale financial asset recognized previously in equity is transferred to the income
               statement.

               An impairment loss is reversed if the reversal can be related objectively to an event occurring after
               the impairment loss was recognized. For financial assets measured at amortized cost and
               available-for-sale financial assets that are debt securities, the reversal is recognized in the
               income statement. For available-for-sale financial assets that are equity securities, the reversal is
               recognized directly in equity.

2.7     Impairment – non-financial assets

        The carrying amounts of the Group’s non-financial assets, other than investment properties and deferred
        tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment.
        If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable
        amount is estimated at each reporting date, and as and when indicators of impairment are identified.

        An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its
        recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash
        flows that largely are independent from other assets and groups. Impairment losses are recognized in the
        income statement unless it reverses a previous revaluation credited to equity, in which case it is charged to
        equity. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the
        carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other
        assets in the unit (group of units) on a pro-rata basis.

        The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair
        value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their
        present value using a pre-tax discount rate that reflects current market assessments of the time value of
        money and the risks specific to the asset or cash-generating unit.

        An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses
        recognized in prior periods are assessed at each reporting date for any indication that the loss has
        decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
        used to determine the recoverable amount. An impairment loss is reversed only to the extent that the

                                                        E-18
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

        asset’s carrying amount does not exceed the carrying amount that would have been determined, net of
        depreciation or amortization, if no impairment loss had been recognized.

2.8     Share capital

        Ordinary shares are classified as equity.

2.9     Employee benefits

        Short term employee benefits

        All short term employee benefits, including accumulated compensated absences, are recognized in the
        income statement in the period in which the employees render their services.

        A provision is recognized for the amount expected to be paid under short-term cash bonus or profit-
        sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of
        past service provided by the employee and the obligation can be estimated reliably.

        Defined contribution plans

        Contributions to post-employment benefits under defined contribution plans are recognized as an
        expense in the income statement as incurred.

        Share-based payments

        The Group operates the following share-based payment plans: Share Option Plan, Performance Share
        Plan and Restricted Stock Plan. Equity-settled share-based payments are measured at fair value at the
        date of grant, whereas cash-settled share-based payments are measured at current fair value at each
        balance sheet date. In estimating the fair value of the compensation cost, market-based performance
        conditions are taken into account. The cost is charged to the income statement on a basis that fairly
        reflects the manner in which the benefits will accrue to the employees under the respective plans over the
        vesting period.

        At each reporting date, the Group revises its estimates of the number of share options that are expected to
        become exercisable on the vesting date and recognizes the impact of the revision of the estimate in the
        income statement, with a corresponding adjustment to equity. The proceeds received net of any directly
        attributable transaction costs are credited to share capital when the options are exercised.

        The compensation cost for performance share plan and restricted stock plan are remeasured based on the
        latest estimate of the number of shares that will be awarded based on non-market vesting conditions at
        each reporting date. Any increase or decrease in compensation cost over the previous estimate is
        recognized in the income statement, with a corresponding adjustment to equity or liability. The final
        measure of compensation cost for restricted stock plan is based on the number of shares ultimately
        awarded at the completion of the performance period. For performance share plan with market-based
        condition, the compensation cost is recognized irrespective of whether the performance condition is
        satisfied.




                                                     E-19
Appendix E


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                               Combined Financial Statements
                                                                Years Ended December 31, 2006, 2007 and 2008

2.10    Provision

        A provision is recognized if, as a result of a past event, the Group has a present legal or constructive
        obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
        required to settle the obligation.

        A provision for onerous contract is recognized when the expected benefits to be derived by the Group
        from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The
        provision is measured at the present value of the lower of the expected cost of terminating the contract and
        the expected net cost of continuing with the contract.

2.11    Leases

        When entities within the Group are lessees of an operating lease

        Where the Group has the use of assets under operating leases, payments made under the leases are
        recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives
        received are recognized in the income statement as an integral part of the total lease payments made.
        Contingent rentals are charged to the income statement in the accounting period in which they are
        incurred.

2.12    Revenue recognition

        Rental income

        Rental income receivable under operating leases is recognized in the income statement on a straight-line
        basis over the term of the lease, except where an alternative basis is more representative of the pattern of
        benefits to be derived from the leased asset. Lease incentives granted are recognized as an integral part of
        the total rental income to be received. Contingent rentals are recognized as income in the accounting
        period in which they are earned.

        Consultancy and management fee

        Consultancy and management fee is recognized in the income statement as and when services are
        rendered.

        Distribution income

        Distribution income is recognized in the income statement when the unitholder’s right to receive payment
        is established.

        Interest income

        Interest income is recognized as its accrues using the effective interest method.

2.13    Finance costs

        Borrowing costs are recognized in the income statement in the period using effective interest method in
        which they are incurred, except to the extent that they are capitalized as being directly attributable to the



                                                      E-20
Appendix E


                                                                     CapitaMalls Asia Limited and its subsidiaries
                                                                                  Combined Financial Statements
                                                                   Years Ended December 31, 2006, 2007 and 2008

        acquisition, construction or production of an asset which necessarily takes a substantial period of time to
        be prepared for its intended use or sale.

2.14    Income tax expense

        Income tax expense comprises current and deferred tax. Income tax expense is recognized in the income
        statement except to the extent that it relates to items recognized directly in equity, in which case it is
        recognized in equity.

        Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
        substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

        Deferred tax is recognized using the balance sheet method, providing for temporary differences between
        the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
        taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial
        recognition of assets or liabilities in a transaction that is not a business combination and that affects
        neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly-
        controlled entities to the extent that it is probable they will not reverse in the foreseeable future. Deferred
        tax is measured at the tax rates that are expected to be applied to the temporary differences when they
        reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred
        tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
        assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
        different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
        assets and liabilities will be realized simultaneously.

        A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be
        available against which temporary differences can be utilized. Deferred tax assets are reviewed at each
        reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
        realized.

2.15    Related parties

        For the purposes of these financial statements, parties are considered to be related to the Group if the
        Group has the ability, directly or indirectly, to control the party or exercise significant influence over the
        party in making financial and operating decisions, or vice versa, or where the Group and the party are
        subject to common control or common significant influence. Related parties may be individuals or other
        entities.




                                                         E-21
Appendix E


                                                    CapitaMalls Asia Limited and its subsidiaries
                                                                 Combined Financial Statements
                                                  Years Ended December 31, 2006, 2007 and 2008

3       Plant and equipment
                                                    Plant,
                                                  machinery
                                       Improve-   and other                Furniture,
                                        ment to   improve-      Motor     fittings and
                                       premises     ments      vehicles    equipment     Total
                                         $’000      $’000       $’000         $’000      $’000
        Cost

        At January 1, 2006              22,867          95        725         5,308       28,995
        Additions                          246         144        261         7,017        7,668
        Acquisition of subsidiaries          -           -        425           130          555
        Disposals/assets written off         -           -        (37)          (33)         (70)
        Disposal of subsidiaries       (21,396)          -       (817)       (4,016)     (26,229)
        Reclassification                     -         974          -          (974)           -
        Translation differences on
          combination                   (1,248)          -        (37)         197        (1,088)
        At December 31, 2006               469       1,213        520        7,629         9,831
        Additions                        1,652         191        112        6,346         8,301
        Disposals/assets written off         -         (97)       (37)        (327)         (461)
        Reclassification                    95           -          -          (95)            -
        Translation differences on
          combination                       (2)          -         (5)          (41)         (48)
        At December 31, 2007             2,214       1,307        590       13,512       17,623
        Additions                          885          97          -        7,949        8,931
        Disposals/assets written off         -        (123)      (160)        (394)        (677)
        Disposal of subsidiaries             -           -          -         (137)        (137)
        Reclassification                  (150)          -          -          150            -
        Translation differences on
          combination                      246          (4)        75          650          967
        At December 31, 2008             3,195       1,277        505       21,730       26,707




                                          E-22
Appendix E


                                                        CapitaMalls Asia Limited and its subsidiaries
                                                                     Combined Financial Statements
                                                      Years Ended December 31, 2006, 2007 and 2008

                                                        Plant,
                                                      machinery
                                           Improve-   and other                Furniture,
                                            ment to   improve-      Motor     fittings and
                                           premises     ments      Vehicles    equipment     Total
                                             $’000      $’000       $’000         $’000      $’000

        Accumulated depreciation

        At January 1, 2006                    601          95         185        2,132        3,013
        Depreciation charge for the year      999          39         196        1,095        2,329
        Acquisition of subsidiaries             -           -          54           54          108
        Disposals/assets written off                                  (37)           -          (37)
        Disposal of subsidiaries            (1,265)         -        (226)        (583)      (2,074)
        Reclassification                         -        907           -         (907)           -
        Translation differences on
          combination                         (32)          -         (9)           18          (23)
        At December 31, 2006                  303       1,041        163         1,809        3,316
        Depreciation charge for the year      206          73         89         2,145        2,513
        Disposals/assets written off            -         (97)       (37)         (315)        (449)
        Reclassification                        1           -          -            (1)           -
        Translation differences on
          combination                          (4)          -         (2)          (15)         (21)
        At December 31, 2007                  506       1,017        213         3,623        5,359
        Depreciation charge for the year      550          67        105         4,070        4,792
        Disposals/assets written off            -           -        (82)         (164)        (246)
        Disposal of subsidiaries                -           -          -            (2)          (2)
        Reclassification                      (42)          -          -            42            -
        Translation differences on
          combination                           62          -         37           131          230
        At December 31, 2008                 1,076      1,084        273         7,700       10,133



        Carrying amount
        At January 1, 2006                  22,266           -       540         3,176       25,982
        At December 31, 2006                  166         172        357         5,820        6,515
        At December 31, 2007                 1,708        290        377         9,889       12,264
        At December 31, 2008                 2,119        193        232        14,030       16,574




                                              E-23
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

4       Investment properties

                                                                        2006             2007            2008
                                                                        $’000            $’000           $’000

        At January 1,                                                  664,716           567,036       1,047,321
        Additions                                                      670,789           470,453         274,065
        Disposal of subsidiaries                                      (729,920)                -               -
        Changes in fair value                                                -            13,186          50,196
        Revaluation differences recognized in equity                    (6,875)                -               -
        Translation differences                                        (31,674)           (3,354)         18,564
        At December 31,                                                567,036         1,047,321       1,390,146

        (a)   Investment properties are stated at fair value based on valuations performed by independent
              professional valuers. In determining the fair value, the valuers have used valuation techniques
              which involve certain estimates. In relying on the valuation reports, management has exercised its
              judgement and is satisfied that the valuation methods and estimates are reflective of current market
              conditions.

              The fair values are based on open market values, being the estimated amount for which a property
              could be exchanged on the date of the valuation between a willing buyer and a willing seller in an
              arm’s length transaction wherein the parties had each acted knowledgeably, prudently and without
              compulsion.

              The valuers have considered valuation techniques including the direct comparison method and
              capitalization approach in arriving at the open market value as at the balance sheet date.

              The direct comparison method involves the analysis of comparable sales of similar properties and
              adjusting the sale prices to that reflective of the investment properties. The capitalization approach
              capitalizes an income stream into a present value using revenue multipliers or single-year
              capitalization rates.

        Independent professional valuations were carried out by the following valuers:
                                                                                Valuation dates
        Valuers                                                     2006             2007            2008

        Colliers International Consultancy & Valuation
          (Singapore) Pte Ltd                                   December    1     December   1     December   1
        DTZ Debenham Tie Leung                                  December    1     December   1     December   1
        PPC International Sdn Bhd                               December    1     December   1     December   1
        Colliers, Jordan Lee & Jaafar Sdn Bhd                   December    1     December   1     December   1

        (b) Investment properties are held mainly for use by external customers under operating leases.
            Generally the leases contain an initial non-cancellable period of up to 15 years (2007: 15 years;
            2006: 15 years). Contingent rents, representing income based on certain sales achieved by tenants,
            recognized in the income statement during the year amounted to $4,607,000 (2007: $2,748,000;
            2006: $1,245,000).

        (c)   At December 31, 2008, certain investment properties with carrying value totalling approximately
              $641.8 million (2007: $252.1 million; 2006: $nil) were mortgaged to banks to secure credit facilities
              for the Group (note 16).

                                                      E-24
Appendix E


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                             Combined Financial Statements
                                                              Years Ended December 31, 2006, 2007 and 2008

5       Properties under development
                                                                       2006            2007             2008
        Cost                                                           $’000           $’000            $’000

        Leasehold land and other related costs                                 -      153,944        136,488
        Development costs                                                      -        2,264         11,220
        Interest, property tax and other costs capitalized                     -        3,984         23,542
                                                                               -      160,192        171,250


        During the financial year, interest capitalized as cost of properties under development amounted to
        approximately $5.76 million (2007: $1.15 million; 2006: $16.89 million). In 2006, the Group’s properties
        under development were disposed off to the Group’s associates.

6       Subsidiaries

        Details of the subsidiaries are as follows:-
                                                                    Country of
                                                                  incorporation
                                            Principal              and place of            Effective interest
        Name of subsidiaries                activities               business             held by the Group
                                                                                         2006 2007 2008
                                                                                          %        %       %

        Albert Complex Pte Ltd         Investment holding           Singapore             100     100       100
        Capita Card Pte. Ltd.           Promotion of Co-            Singapore             100     100       100
                                           Brand cards
        CapitaLand Retail (BJ)         Investment holding           Singapore             100     100       100
          Investments Pte. Ltd.
        CapitaLand Retail (BJ1)        Investment holding           Singapore             100     100       100
          Holdings Pte. Ltd.
        CapitaLand Retail BJ1          Investment holding            Mauritius            100     100       100
          (M) Limited
        CapitaLand Retail (MY)         Investment holding           Singapore               -     100       100
          Pte. Ltd.
        CapitaLand Retail (SI)         Investment holding           Singapore             100     100       100
          Investments Pte. Ltd.
        CapitaLand Retail China        Investment holding           Singapore             100     100       100
          Pte. Ltd.
        CapitaLand Retail Hong         Investment holding           Singapore             100     100       100
          Kong Investments Pte.
          Limited
        CapitaLand Retail Hong         Investment holding         British Virgin          100     100       100
          Kong Investments Two                                       Islands
          (BV) Limited
        CapitaLand Retail India        Investment holding           Singapore             100     100       100
          Investments Pte. Ltd.


                                                       E-25
Appendix E


                                                           CapitaMalls Asia Limited and its subsidiaries
                                                                        Combined Financial Statements
                                                         Years Ended December 31, 2006, 2007 and 2008

                                                               Country of
                                                             incorporation
                                        Principal             and place of           Effective interest
        Name of subsidiaries            activities              business            held by the Group
                                                                                   2006    2007    2008
                                                                                    %       %       %

        CapitaLand Retail India     Investment holding         Singapore           100     100     100
          Pte. Ltd.
        CapitaLand Retail           Investment holding         Singapore           100     100     100
          Investments (SY) Pte.
          Ltd.
        CapitaLand Retail Japan     Investment holding         Singapore           100     100     100
          Investments Pte. Ltd.
        CapitaLand Retail          Property management           Japan             100     100     100
          Management                  and consulting
          Kabushiki Kaisha                services
        CapitaLand Retail          Management services         Singapore           100     100     100
          Management Pte. Ltd.       and investment
                                        holding
        CapitaLand Retail          Project management          Singapore           100     100     100
          Project Management         and consultancy
          Pte. Limited                   services
        CapitaLand Retail          Property management            India              -     100     100
          Property Management         and consulting
          India Private Limited           services
          (formerly Indigo
          Services Private
          Limited)
        CapitaLand Retail           Investment holding         Singapore           100     100     100
          Singapore Investments
          Pte. Ltd.
        CapitaLand Retail           Investment holding         Singapore           100     100     100
          Singapore Investments
          Two Pte. Ltd.
        CapitaLand SZITIC          Property management       The People’s           51      51       51
          (Shenzhen)                  and consulting       Republic of China
          Property Management             services
          Co., Ltd.
        CapitaLand Retail          Project management        The People’s            -     100     100
          (Beijing) Facilities &      and consulting       Republic of China
          Projects Consulting            services
          Co., Ltd
          (formerly CapitaLand
          Xincheng (Beijing)
          Project Management
          Consulting
          Co., Ltd)




                                                 E-26
Appendix E


                                                           CapitaMalls Asia Limited and its subsidiaries
                                                                        Combined Financial Statements
                                                         Years Ended December 31, 2006, 2007 and 2008

                                                               Country of
                                                             incorporation
                                        Principal             and place of           Effective interest
        Name of subsidiaries            activities              business            held by the Group
                                                                                   2006    2007    2008
                                                                                    %       %       %

        CapitaLand Retail          Property management       The People’s          100     100     100
          (Shanghai)                  and consulting       Republic of China
          Management &                    services
          Consulting Co., Ltd.
          (formerly CapitaRetail
          (Shanghai)
          Management &
          Consulting Co., Ltd.)
        CapitaRetail Bangalore      Investment holding         Mauritius             -     100       -
          Forum Value Mall
          (Mauritius) Limited
          (formerly Pinnacle
          Five Limited)
        CapitaLand Retail           Investment holding         Singapore           100     100     100
          RECM Pte. Ltd.
          (formerly
          CapitaRetail China
          (Alpha) Investments
          Pte. Ltd.)
        CapitaRetail China          Investment holding         Singapore           100     100     100
          Investments Pte. Ltd.
        CapitaRetail Cochin Mall    Investment holding         Mauritius             -     100       -
          (Mauritius) Limited
          (formerly Pinnacle Six
          Limited)
        CapitaRetail Gurney Sdn.   Property investment          Malaysia             -     100     100
          Bhd.
        CapitaRetail Hyderabad      Investment holding         Mauritius             -     100       -
          Mall (Mauritius)
          Limited (formerly
          Pinnacle Four
          Limited)
        CapitaRetail India          Investment holding         Mauritius             -     100       -
          Development Fund
          Investments
          (Mauritius) Limited
          (formerly Isha
          Investments
          (Mauritius) Limited)
        CapitaRetail Khanna         Investment holding         Mauritius             -     100       -
          Mall (Mauritius)
          Limited (formerly Star
          Amber Limited)



                                                 E-27
Appendix E


                                                             CapitaMalls Asia Limited and its subsidiaries
                                                                          Combined Financial Statements
                                                           Years Ended December 31, 2006, 2007 and 2008

                                                                 Country of
                                                               incorporation
                                         Principal              and place of           Effective interest
        Name of subsidiaries             activities               business            held by the Group
                                                                                     2006    2007    2008
                                                                                      %       %       %

        CapitaRetail Mangalore       Investment holding          Mauritius             -     100       -
          Mall (Mauritius)
          Limited (formerly
          Pinnacle Two Limited)
        CapitaRetail Mysore          Investment holding          Mauritius             -     100       -
          Mall (Mauritius)
          Limited (formerly
          Pinnacle Three
          Limited)
        CapitaRetail Nagpur          Investment holding          Mauritius             -     100       -
          Mall (Mauritius)
          Limited (formerly Sea
          Amber Limited)
        CapitaRetail Udaipur         Investment holding          Mauritius             -     100       -
          Mall (Mauritius)
          Limited (formerly Sun
          Amber Limited)
        CapitaRetail Whitefield      Investment holding          Mauritius             -     100       -
          Mall (Mauritius)
          Limited (formerly
          Pinnacle One Limited)
        Chongqing Zhongshan         Property investment        The People’s           51      51       51
          Huihua Investment                                  Republic of China
          Co., Ltd.
        Clarke Quay Pte Ltd         Property investment          Singapore           100     100     100
        Earth Amber Limited          Investment holding          Mauritius             -     100       -
        Flicker Projects Private    Property development            India              -      70       -
           Limited
        Foshan City Nanhai          Property investment        The People’s           51      51       51
          SZITIC Commercial                                  Republic of China
          Property Co., Ltd.
        Gain 888 Investments Pte.    Investment holding          Singapore             -     100     100
          Ltd.
        Hunan SZITIC                Property investment        The People’s           51      51       51
          Commercial Property                                Republic of China
          Development Co., Ltd.
        Ivory Investments            Investment holding          Mauritius             -     100     100
          Limited
        Kaimao (Beijing)            Property management        The People’s            -       -     100
          Investment &                                       Republic of China
          Consulting Co., Ltd.


                                                  E-28
Appendix E


                                                             CapitaMalls Asia Limited and its subsidiaries
                                                                          Combined Financial Statements
                                                           Years Ended December 31, 2006, 2007 and 2008

                                                                 Country of
                                                               incorporation
                                        Principal               and place of           Effective interest
        Name of subsidiaries            activities                business            held by the Group
                                                                                     2006    2007    2008
                                                                                      %       %       %

        Maoming City SZITIC         Property investment        The People’s           51      51       51
         Commercial Property                                 Republic of China
         Co., Ltd.
        Moon Amber Limited          Investment holding           Mauritius             -     100       -
        Mutual Streams Sdn. Bhd.    Property investment           Malaysia             -     100     100
        One Trust                   Property investment          Singapore             -     100     100
        Pinnacle Seven Limited      Investment holding           Mauritius             -     100       -
        Plaza Singapura (Private)        Inactive                Singapore           100     100     100
          Limited
        Premier Healthcare          Investment holding           Singapore           100     100     100
          Services International
          Pte Ltd
        Pronto Investment One       Investment holding           Singapore             -     100     100
          Pte. Ltd.
        Pyramex Investments Pte     Investment holding           Singapore           100     100     100
          Ltd
        Retail Crown (BVI)          Investment holding         British Virgin        100     100       -
          Limited                                                 Islands
        Retail Crown Pte. Ltd.      Investment holding           Singapore           100     100     100
        Retail Galaxy Pte. Ltd.     Investment holding           Singapore             -     100     100
        Sky Amber Limited           Investment holding           Mauritius             -     100       -
        Vast Winners Sdn. Bhd.      Property investment           Malaysia             -       -     100
        Zhangzhou SZITIC            Property investment        The People’s           51      51       51
          Commercial Property                                Republic of China
          Co., Ltd.
        CapitaRetail Mall           Investment holding           Mauritius             -     100       -
          Jalandhar (Mauritius)
          Limited (formerly Fire
          Amber Limited)
        CapitaMall Trust              Property fund              Singapore           100     100     100
          Management Limited         management and
                                     investment and
                                     related services
        CapitaRetail Japan Fund         Property                 Singapore           100     100     100
          Management Private              fund
          Limited                      management
        CapitaRetail Singapore          Property                 Singapore           100     100     100
          Management Pte. Ltd.            fund
                                       management

                                                    E-29
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

                                                                     Country of
                                                                   incorporation
                                            Principal               and place of              Effective interest
        Name of subsidiaries                activities                business               held by the Group
                                                                                             2006     2007      2008
                                                                                              %        %         %

        CapitaRetail China Fund            Property fund             Singapore               100      100       100
          Management Pte. Ltd.             management
        CapitaRetail China Trust           Property fund             Singapore               100      100       100
          Management Limited               management,
                                            investment
                                        and related services
        CapitaLand Retail               Investment holding           Singapore               100      100       100
          Trustee Pte. Ltd.
        Retail RECM (BVI)               Investment holding         British Virgin            100      100       100
          Limited                                                     Islands
        One Trustee Pte. Ltd.           Investment holding           Singapore                  -     100       100
        CapitaRetail India Fund         Fund management              Singapore                  -     100       100
          Management Pte. Ltd.
        CapitaRetail Malaysia              Property fund              Malaysia                  -       -       100
          REIT Management                  management
          Sdn. Bhd.
        CapitaRetail (Beijing)             Management              The People’s                 -     100       100
          Investment                       consultancy           Republic of China
          Consulting Co., Ltd.
        Victoria City Pte Ltd           Investment holding           Singapore               100      100       100

7       Associates
                                                                    2006             2007            2008
                                                                    $’000            $’000           $’000

        (a)   Interests in associates                             1,313,863         2,279,369       2,836,406




                                                      E-30
Appendix E


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                             Combined Financial Statements
                                                              Years Ended December 31, 2006, 2007 and 2008

        (b) Details of the associates are as follows:-
                                                                        Country of
                                                                      incorporation
                                                      Principal        and place of        Effective interest
              Name of associates                      activities         business         held by the Group
                                                                                         2006    2007      2008
                                                                                          %        %        %

              Bugis City Holdings Pte Ltd           Investment           Singapore       49.50     49.50     49.50
                                                      holding
              CapitaMall Trust                       Property            Singapore       31.05     29.41     29.59
                                                    investment
              CapitaRetail Japan Fund               Investment           Singapore       22.66     26.29     26.29
                Private Limited                       holding
              CapitaLand (RCS) Property              Property            Singapore       40.00     40.00     40.00
                Management Pte. Ltd.                management
              CapitaRetail China Trust               Property            Singapore       26.14     25.96     26.56
                                                    investment
              CapitaRetail China                     Property            Singapore       45.00     45.00     45.00
                Development Fund                    investment
              CapitaRetail China                     Property            Singapore         -       45.00     45.00
                Development Fund II                 investment
              CapitaRetail China                     Property            Singapore       30.00     30.00     30.00
                Incubator Fund                      investment
              CapitaRetail India                     Property            Singapore         -         -       45.45
                Development Fund                    investment
              Horizon Realty Fund, LLC              Investment           Mauritius       21.43     21.43     21.43
                                                      holding
        (c)   The summarised financial information of the associates, not adjusted for the percentage of
              ownership held by the Group, are as follows:
                                                                     2006              2007              2008
                                                                     $’000             $’000             $’000
              Balance sheet
              Total assets                                         7,732,934         10,944,172     14,630,322
              Total liabilities                                    (3,490,818)       (3,873,472)     (5,838,179)
              Income statement
              Revenue                                                426,431            573,852           742,759
              Expenses                                              (205,217)          (295,054)         (407,325)
              Other income                                           100,954             63,193            98,147
              Finance costs                                          (49,552)           (95,569)         (139,170)
              Revaluation gain on investment properties                    -            467,663           254,623
              Profit before taxation                                 272,616            714,085           549,034
              Tax expense                                             (1,867)           (45,429)          (47,410)
              Profit after taxation                                  270,749           668,656           501,624

        (d) The Group’s share of contingent liabilities of the associates is $0.5 million (2007: nil; 2006: nil).




                                                    E-31
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

8       Jointly-controlled entities
                                                                         2006         2007             2008
                                                                         $’000        $’000            $’000

       (a) Cost of investment in jointly-controlled entities                  105       1,009              105
           Share of reserves of jointly-controlled entities                (5,264)    (21,284)         (28,500)
           Loan to a jointly-controlled entity                            290,897     270,000          270,000
                                                                          285,738     249,725          241,605

       (b) Details of the jointly-controlled entities are as follows:
                                                                     Country of
                                                                   incorporation
             Name of jointly-               Principal               and place of          Effective interest
               controlled entities          activities                business           held by the Group
                                                                                        2006    2007 2008
                                                                                         %        %       %

             CapitaLand Hualian             Property               The People’s           50      50           50
               Management &               management             Republic of China
               Consulting (Beijing)      and consulting
               Co., Ltd.                    services

             Kshitij CapitaLand             Property                      India           -       50           -
               Mall Management            management
               Private Limited           and consulting
                                            services

             CapitaRetail Prestige         Property                       India           -        -           50
               Mall Management            management
               Private Limited             services

             Orchard Turn Holding      Investment holding               Singapore         50      50           50
             Pte. Ltd.




                                                     E-32
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

       (c) The Group’s share of the jointly-controlled entities’ results, assets and liabilities:
                                                                                       Group
                                                                       2006             2007           2008
                                                                       $’000           $’000           $’000

             Assets and liabilities
             Current assets                                              218,932        215,999         236,260
             Non-current assets                                          565,350        629,133         734,022
             Total assets                                                784,282        845,132         970,282
             Current liabilities                                         (39,674)       (41,669)        (63,219)
             Non-current liabilities                                    (750,000)      (823,738)       (935,459)
             Total liabilities                                          (789,674)      (865,407)       (998,678)
             Group’s share of jointly-controlled entities’ capital
               commitments                                               248,761        211,976         147,748
             Results
             Revenue                                                         369           3,056           2,284
             Expenses                                                       (281)        (14,189)         (6,749)
             (Loss)/Profit before taxation                                    88         (11,133)         (4,465)
             Taxation                                                        (23)             (4)          1,467
             (Loss)/Profit after taxation                                     65         (11,137)         (2,998)

       (d) The loan to a jointly-controlled entity is unsecured and interest-bearing at 3.74% (2007: 3.74%; 2006:
           3.74%) per annum, and has no fixed terms of repayment. The settlement of the loan is neither planned
           nor likely to occur in the foreseeable future. As the amount is, in substance, a part of the Group’s net
           investment in a jointly-controlled entity, it is stated at cost.
             The loan is subordinated to the external borrowings of the jointly-controlled entity.




                                                      E-33
Appendix E


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                             Combined Financial Statements
                                                              Years Ended December 31, 2006, 2007 and 2008

9       Other investments
                                                                        2006           2007          2008
                                                                        $’000          $’000         $’000

        Equity securities available-for-sale, at fair value
        - Quoted                                                         217,956       213,986       113,071
        - Unquoted                                                             -             -       142,556
                                                                         217,956       213,986       255,627

10      Deferred taxation
        Movements in deferred tax assets and liabilities during the year are as follows:
                                             Recognized in
                                                income
                                      At       statement Recognized in Translation Disposal of    At
                                   January 1, (note 26)     equity     differences subsidiary December 31,
                                     $’000       $’000      $’000         $’000       $’000      $’000

        2006

        Deferred tax liabilities
        Accelerated tax
          depreciation                  58         2,388          -                -                 2,446
        Investment properties          261             -         14                -         (261)      14
        Others                         552         3,205          -                -       (3,722)      35
        Total                          871         5,593         14                -       (3,983)   2,495

        Deferred tax assets
        Unutilized tax losses        (3,459)      (1,781)          -        4,947               -     (293)
        Unutilized capital
          allowances                  (522)          331           -               -            -     (191)
        Utilized capital
          allowances                    387         (387)          -            -               -        -
        Others                         (328)         328           -            -               -        -
        Total                        (3,922)      (1,509)          -        4,947               -     (484)




                                                      E-34
Appendix E


                                                            CapitaMalls Asia Limited and its subsidiaries
                                                                         Combined Financial Statements
                                                          Years Ended December 31, 2006, 2007 and 2008

                                                          Recognized in
                                                             income
                                                At         statement        Translation        At
                                             January 1,     (note 26)       differences    December 31,
                                               $’000          $’000            $’000          $’000
        2007

        Deferred tax liabilities
        Accelerated tax depreciation           2,446           1,840            (199)           4,087
        Investment properties                     14           3,340               -            3,354
        Claw-back of capital allowances of
          assets in investment properties          -           1,388               -            1,388
        Others                                    35               -               -               35
        Total                                  2,495           6,568            (199)           8,864

        Deferred tax assets
        Unutilized tax losses                   (293)             87               3             (203)
        Unutilized capital allowances           (191)            191               -                -
        Total                                   (484)            278               3             (203)

        2008

        Deferred tax liabilities
        Accelerated tax depreciation           4,087           1,292             431           5,810
        Investment properties                  3,354          12,475           1,118          16,947
        Claw-back of capital allowances of
          assets in investment properties      1,388             881               -           2,269
        Others                                    35              (7)              -              28
        Total                                  8,864          14,641           1,549          25,054

        Deferred tax assets
        Unutilized tax losses                   (203)               -              -             (203)




                                                 E-35
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008

11      Trade and other receivables
                                                                 Note       2006        2007        2008
                                                                            $’000       $’000       $’000

        Trade receivables                                                    26,703      37,068     30,171
        Allowance for doubtful receivables                                     (330)     (1,035)    (1,128)
        Net trade receivables                                                26,373      36,033     29,043
        Amount due from immediate holding company
        - trade                                                                   -           -          1
        - non-trade (interest-free)                                              42           4          -
        Amounts due from related corporations
        - trade                                                               2,691       7,284     12,399
        - non-trade (interest-free)                                          78,980      86,536     93,770
        - non-trade (interest-bearing)                                            -      10,009          -
        Amounts due from associates
        - trade                                                               9,529      11,328     35,824
        - non-trade (interest-free)                                         605,607       9,822     87,682
        - non-trade (interest-bearing)                                            -     154,626    125,976
        Amounts due from a jointly-controlled entity
        - trade                                                                 725       7,419     11,751
        - interest receivable                                                 5,528           -     26,124
        - non-trade (interest-free)                                               -      15,715          -
        Amounts due from minority interests (non-trade and
           interest-free)                                                           -    37,793             -
                                                                            703,102     340,536    393,527
        Allowance for doubtful receivables                                        -           -    (11,447)
                                                                            729,475     376,569    411,123
        Deposits, prepayments and other receivables               12          4,185      78,574     13,952
                                                                            733,660     455,143    425,075

        All non-trade balances are unsecured and repayable on demand.
        The effective interest rate of non-trade interest-bearing amounts due from associates and related
        corporations is 8.13% (2007: 1.44% to 7.81%; 2006: nil) per annum.




                                                  E-36
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

        (a) The maximum exposure to credit risk for loans and receivables at the reporting date (by country) is:
                                                   Allowance                 Allowance                    Allowance
                                                  for doubtful              for doubtful                 for doubtful
                                        Gross      receivables    Gross      receivables       Gross      receivables
                                        2006          2006        2007          2007           2008          2008
                                        $’000         $’000       $’000         $’000          $’000         $’000

             Singapore                 112,280        (152)      145,835         (556)         131,622        (782)
             China                     612,855        (178)      226,715         (479)         278,186      (9,136)
             Japan                       4,670           -         4,569            -            9,700      (2,650)
             Malaysia                        -           -           327            -            1,990          (7)
             India                           -           -             -            -            2,200           -
             Hong Kong                       -           -           158            -                -           -
                                       729,805        (330)      377,604       (1,035)         423,698     (12,575)

        (b) The ageing of loans and receivables at the reporting date is:
                                                             Allowance          Allowance          Allowance
                                                            for doubtful       for doubtful       for doubtful
                                                 Gross       receivables Gross receivables Gross receivables
                                                 2006           2006     2007      2007     2008      2008
                                                 $’000          $’000    $’000     $’000    $’000     $’000

             Not past due                         701,515         -     332,126          -       256,706          -
             Past due 1 – 30 days                  13,403         -      16,977       (106)       53,854        (55)
             Past due 31 – 90 days                  8,432         -      14,795       (373)       19,046          -
             More than 90 days                      6,455      (330)     13,706       (556)       94,092    (12,520)
                                                  729,805      (330)    377,604      (1,035)     423,698    (12,575)

             Based on the historical default rates, the Group believes that no allowance for doubtful debts is
             necessary in respect of the receivables not past due.
        (c) The change in allowances for doubtful receivables in respect of loan and receivables during the year is
            as follows:
                                                                                  2006         2007         2008
                                                                                  $’000        $’000        $’000

             At January 1,                                                          732           330        1,035
             Impairment loss recognized                                             394           707       11,495
             Utilization                                                           (796)            -            -
             Translation differences                                                  -            (2)          45
             At December 31,                                                        330         1,035       12,575




                                                     E-37
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

12      Deposits, prepayments and other receivables

                                                                                     2006          2007        2008
                                                                                     $’000         $’000       $’000
        Deposits                                                                          794      67,962      2,413
        Prepayments                                                                       255         379        943
        Dividend receivable                                                                 -       4,596      5,274
        Other receivables                                                               3,136       5,637      6,225
                                                                                        4,185      78,574     14,855
        Allowance for doubtful receivables                                                  -           -       (903)
                                                                                        4,185      78,574     13,952

        Other receivables comprise principally staff loans, interest receivables and other recoverable.

        Deposits include an amount of nil (2007: $64.6 million; 2006: nil) in relation to the acquisition of new
        investments.


13      Cash and cash equivalents

                                                                                   2006          2007         2008
                                                                                   $’000         $’000        $’000
        Fixed deposits with financial institutions                                 90,700       117,288       45,574
        Cash at banks                                                              62,186       119,180      102,224
        Cash and cash equivalents                                                152,886         236,468     147,798
        Deposits pledged                                                               -        (103,372)       (321)
        Cash and cash equivalents in the cash flow statement                     152,886         133,096     147,477

        Deposits pledged represents bank balances of certain subsidiaries pledged as security to obtain credit
        facilities.

        The effective interest rates relating to fixed deposits with financial institutions, excluding bank overdrafts,
        at the balance sheet date for the Group ranges from 0.33% to 3.55% (2007: 1.71% to 6.50%; 2006: 2.65%
        to 2.75%) per annum.

14      Share capital

                                                                   2006               2007                2008
                                                               No. of shares      No. of shares       No. of shares
                                                                   ’000               ’000                ’000
        Fully paid ordinary shares, with no par value:
        At January 1,                                                 50,000             50,000               50,000
        Issue of shares                                                    -                  -              950,000
        At December 31,                                               50,000             50,000            1,000,000

        The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
        entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the
        Company’s residual assets.

                                                       E-38
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

        Capital Management

        The Group’s policy is to build a strong capital base so as to sustain future development of the business. As
        the Group is part of a larger group, the Group’s sources of additional capital and policies for distribution
        of excess capital may also be affected by the larger group’s capital management objectives.

        The Group defines “capital” as including all components of equity plus any loans from its immediate
        holding company or its related company with no fixed terms of repayment. Trading balances that arise as
        a result of trading transactions with other group companies are not regarded by the Group as capital.

        The Group’s capital structure is regularly reviewed and managed with due regard to the capital
        management practices of the group to which the company belongs. Adjustments are made to the
        capital structure in light of changes in economic conditions, regulatory requirements and business
        strategies affecting the company or the group.

        There were no changes in the Group’s approach to capital management during the year.

        The Company and its subsidiaries are not subject to externally imposed capital requirements.


15      Reserves

                                                                        2006            2007            2008
                                                                        $’000           $’000           $’000
        Capital reserve                                                   4,462           11,874          18,443
        Revaluation reserve                                             190,284                -               -
        Fair value reserve                                               76,227           82,093          24,695
        Currency translation reserve                                        991          (25,483)          5,432
        Hedging reserve                                                  (5,328)         (10,169)         (6,537)
        Accumulated profits                                             181,561          501,867         592,928
        Other reserve                                                    71,600           71,600         201,703
                                                                        519,797          631,782         836,664

        The capital reserve comprises mainly the share of a subsidiary’s capital reserve and the cumulative value
        of employee services received for the issue of the immediate holding company’s share options and shares
        under the Performance Share Plan and Restricted Stock Plan.

        The revaluation reserve comprises the net cumulative increase in the fair value of investment properties
        and share of associates’ revaluation surpluses and deficits.

        The fair value reserve comprises the cumulative net change in the fair value of available-for-sale
        investment until the investment is derecognized.

        The currency translation reserve comprises all foreign exchange differences arising from the translation
        of the financial statements of foreign entities, as well as from the translation of foreign currency loans
        used to hedge the Group’s net investment and net foreign entities.

        The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash
        flow hedging instruments.

        The other reserve comprises the share capital of entities under common control that were transferred as
        part of the corporation reorganization.

                                                      E-39
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008

16      Financial liabilities

                                                                   2006                 2007           2008
                                                                   $’000                $’000          $’000

        Non-current liabilities
        Secured bank loans                                                  -            22,897          60,623
        Secured notes                                                       -                 -          62,139
        Loans from related corporation                                438,506           402,566       1,525,390
        Finance lease liabilities                                           -                18               5
                                                                      438,506           425,481       1,648,157

        Current liabilities

        Secured bank loans                                              7,915                603          4,575
        Secured notes                                                       -             75,224        103,810
        Loans from related corporation                              1,050,942          2,678,070      1,231,455
        Loan from immediate holding company                                 -                  -         12,000
        Finance lease liabilities                                           -                  -             10
                                                                    1,058,857          2,753,897      1,351,850
        Total financial liabilities                                 1,497,363          3,179,378      3,000,007

        The bank loans are secured by mortgages on the borrowing subsidiaries’ investment properties with a
        carrying amount of $157.6 million (2007: $65.2 million; 2006: nil) (note 4(c)).

        Loans from related corporation are unsecured and interest-bearing ranging from 1.33% to 5.90% (2007:
        1.24% to 5.92%; 2006: 0.99% to 6.25%) per annum. The non-current portion will be repayable between
        2010 and 2013.

        The loan from immediate holding company is unsecured and interest-bearing at 1.00% (2007: nil; 2006:
        1.00%) per annum.

        During the year 2008, the Company increased its share capital by $950 million through the capitalization
        of the loan from a related corporation.

        (i)   Bank loans

              The effective interest rates for bank borrowings ranged from 5.51% to 7.74% (2007: 7.05%; 2006:
              4.86% to 5.02%) per annum.

              Repayable:

                                                                           2006           2007         2008
                                                                           $’000          $’000        $’000

              Within 1 year                                                  7,915              603      4,575
              From 1 to 2 years                                                    -       3,615        10,763
              From 2 to 5 years                                                    -      10,846        28,311
              After 5 years                                                        -       8,436        21,549
              After 1 year                                                       -        22,897        60,623
                                                                             7,915        23,500        65,198

                                                    E-40
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008

        (ii) Details of secured notes
             The notes are fixed rate notes issued by two subsidiaries, Mutual Streams Sdn Bhd and Vast Winners
             Sdn Bhd, and are fully secured on the investment properties amounting to $484.2 million (2007:
             $186.9 million; 2006: nil) owned by these subsidiaries (Note 4(c)).
             The effective interest rates for secured notes ranged from 4.28% to 5.50% (2007: 4.05% to 4.3%;
             2006: nil) per annum.
             Repayable:
                                                                      2006         2007            2008
                                                                      $’000        $’000           $’000
             Within 1 year                                                 –         75,224         103,810
             From 1 to 2 years                                             -              -          62,139
             After 1 year                                                  -              -          62,139
                                                                           -         75,224         165,949

             In relation to a Malaysian Ringgit 650 million medium-term note program of a subsidiary, of which
             $104.3 million (2007: nil; 2006: nil) has been issued at December 31, 2008, the Company has
             undertaken to top up the subsidiary’s designated bank account in the event that the balance in the
             stated bank account is insufficient to cover 6 months’ coupon payments.

17      Other non-current liabilities
                                                                     2006           2007            2008
                                                                     $’000          $’000           $’000
        Security deposits                                               4,389         22,844          25,901
        Deferred income                                                36,564         30,711               -
        Amount due to minority interests (non-trade)
        - interest-free                                                     -            184               -
        - interest-bearing                                             18,451         13,602               -
        Other payables                                                      -            462             350
                                                                       59,404         67,803          26,251

        Deferred income represents mainly unrealized profits arising from the disposal of subsidiaries to the
        Group’s associates.
        The amount due to minority interest is unsecured and bears interest at nil (2007: 7.00% to 8.50%; 2006:
        7.00% to 8.50%) per annum.




                                                    E-41
Appendix E


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                               Combined Financial Statements
                                                                Years Ended December 31, 2006, 2007 and 2008

18      Trade and other payables
                                                             Note        2006            2007            2008
                                                                         $’000           $’000           $’000

        Trade payables                                                     6,059           10,678          17,279
        Accruals                                               19         42,944           30,510          44,688
        Advance payments received                                            535              259           1,358
        Rental, contract and tender deposits                               2,093            4,653          11,249
        Liability for employee benefits                                   17,687           31,296          13,597
        Amounts due to immediate holding company
        - trade                                                            7,923           11,224           7,167
        - non-trade (interest-free)                                            -                -               5
        - non-trade (interest-bearing)                                   833,929                -               -
        Amounts due to related corporations
        - trade                                                            2,738           13,078           4,551
        - non-trade (interest-free)                                       27,234            4,798           9,005
        - interest payable                                                     -           34,222          14,017
        Amounts due to associates
        - trade                                                               24              86            1,792
        - non-trade (interest-free)                                       62,027         261,353          190,800
        - non-trade (interest-bearing)                                         -         167,533          104,206
        Amounts due to minority interests
        - non-trade (interest-free)                                            -           6,170            9,985
        - non-trade (interest-bearing)                                    46,590          44,960           63,486
        Other payables                                         20          4,471          18,473           12,158
                                                                       1,054,254         639,293          505,343

        All non-trade balances are unsecured and repayable on demand.
        The non-trade amounts due to immediate holding company, associates and minority interests bear interest
        ranging from 7.00% to 8.50% (2007: 5.83% to 8.50%; 2006: 1.00% to 8.50%) per annum.

19      Accruals
        Accruals include accrued operating and development expenditure, accrued interest payable and accrued
        plant and equipment purchases.

20      Other payables
        Other payables relate principally to retention sums, advance payments received and amounts payable in
        connection with capital expenditure incurred. In 2007, other payables include an amount of $9.6 million
        (2006: nil) owing to a shareholder of a jointly-controlled entity which is interest-free and repayable within
        the next twelve months.

21      Equity compensation benefits
        The Company’s holding company, CapitaLand Limited, currently has share-based incentive plans such as
        Share Option Plan, Performance Share Plan and the Restricted Stock Plan, whereby share options have
        been granted and/or performance shares have been conditionally awarded to the employees of the

                                                      E-42
Appendix E


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                               Combined Financial Statements
                                                                Years Ended December 31, 2006, 2007 and 2008

        Company. The Share Plans are administered by CapitaLand Limited’s Executive Resource and
        Compensation Committee (“Committee”) comprising Mr Lim Chin Beng, Mr Hsuan Owyang and
        Mr Peter Seah Lim Huat. On January 1, 2009, Mr Hsuan Owyang resigned as member of ERCC.
       Share Option Plan
        The Company’s holding company, CapitaLand Limited, ceased to grant options under the Share Option
        Plan with effect from 2007. Statutory information regarding the Share Option Plan of the holding
        company is set out below:
        (i)   The exercise price of the options is set either at:
              - A price equal to the volume-weighted average price on the SGX-ST over the three consecutive
                trading days immediately preceding the grant of the option (“Market Price”), or such higher price
                as may be determined by the ERCC in its absolute discretion; or
              - A discount not exceeding 20% of the Market Price in respect of that option.
        (ii) The options vest between 1 year to 4 years from the grant date.
        (iii) The options granted expire after 5 or 10 years from the dates of the grant.
        Movements in the number of outstanding options and their related weighted average exercise prices are as
        follows:
                                           Weighted                  Weighted               Weighted
                                           average                   average                average
                                           exercise     No. of       exercise   No. of      exercise   No. of
                                            price       options       price     options      price     options
                                             2006         2006         2007       2007        2008       2008
                                              $          (’000)         $        (’000)        $        (’000)

        At January 1,                         1.82           6,537     2.88        8,743      3.06        5,673
        Addition due to transfer of
          staff                               4.05          4,744      2.87           42         -            -
        Forfeited/Expired                     2.97           (236)     3.51         (543)     3.63         (228)
        Exercised                             1.62         (2,302)     2.20       (2,569)     2.61       (1,473)
        At December 31,                       2.88          8,743      3.06        5,673      3.20        3,972
        Exercisable on December 31,           1.58            630      2.59         824       2.79        1,449

        Options exercised in 2008 resulted in 1,473,000 (2007: 2,569,000; 2006: 2,302,000) shares being issued
        at a weighted average market price of $6.13 (2007: $7.71; 2006: $4.04) each. Options were exercised on a
        regular basis throughout the year. The weighted average share price during the year was $4.66 (2007:
        $7.46; 2006: $4.67).




                                                      E-43
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

        Options outstanding at the end of the year are summarised below:

                                                   Weighted                Weighted                Weighted
                                        Options     average     Options     average     Options     average
                                      outstanding contractual outstanding contractual outstanding contractual
        Range of Exercise Price           2006        life        2007        life        2008        life
                                         (’000)                  (’000)                  (’000)

        $0.82 to $0.96                       540          4.92          69         5.41          51          4.18
        $0.97 to $1.02                     1,096          4.37         490         5.42         206          4.89
        $1.03 to $1.61                       112          5.72          79         6.66          63          5.66
        $1.62 to $1.95                        46          3.83          59         2.83          53          2.44
        $1.96 to $2.69                     2,332          5.28       1,506         7.37         912          6.18
        $2.70 to $4.67                     4,617          7.13       3,470         8.37       2,687          7.19
                                           8,743                     5,673                    3,972

        The fair value of services received in return for options granted is measured by reference to the fair value
        of options granted. The estimate of the fair value of the options granted is measured based on Enhanced
        Trinomial (Hull and White) valuation model.

        The share price is based on volume-weighted average share price for 3 consecutive trading days prior to
        the grant date. The expected volatility is based on the historic volatility and calculated based on 36 months
        prior to the date of grant. The holding company uses 10 (or 5) years risk-free rate for options with a 10 (or
        5) years contractual term. Expected dividend yield is based on expected dividend payout over the 1-year
        volume-weighted average share price prior to the grant date. Pre-vesting forfeiture rates and post-vesting
        forfeiture rates are based on historical option forfeiture and employee turnover rates. Exercise multiple is
        estimated based on historical employee exercise behaviour.


        Performance Share Plan

        This relates to compensation costs of the holding company’s Performance Share Plan reflecting the
        benefits accruing to the employees over the service period to which the performance criteria relate.

        The number of shares outstanding under the Performance Share Plan at the end of the year are
        summarized below:

        Year of Award                                                          2006         2007          2008
                                                                              (’000)       (’000)        (’000)

        At January 1,                                                             267          963          1,201
        Granted                                                                   566          329            628
        Addition due to transfer of staff                                         158          134              -
        Additional shares granted arising from modification                        30           23              -
        Forfeited/cancelled                                                                    (11)          (613)
        Released                                                                  (58)        (237)          (553)
        At December 31,                                                           963        1,201            663

        The final number of shares released will depend on the achievement of pre-determined targets over a
        three-year performance period. No shares will be released if the threshold targets are not met at the end of
        the performance period. On the other hand, if superior targets are met, more shares than the baseline
        award could be delivered up to a maximum of 200% of the baseline award.

                                                      E-44
Appendix E


                                                                          CapitaMalls Asia Limited and its subsidiaries
                                                                                       Combined Financial Statements
                                                                        Years Ended December 31, 2006, 2007 and 2008

        The fair values of the shares are determined using Monte Carlo simulation method at the measurement
        date which projects future share price assuming log normal distribution based on Geometric Brownian
        Motion Theory. The fair value and assumptions are set out below:
        Year of Award                                                               2006             2007          2008

        Weighted average fair value of shares and assumptions
        Weighted average fair value at measurement date                               $4.71            $6.07         $7.18
        Expected volatility based on 36 months closing share
          price prior to grant date                                                   26.52%           26.50%        29.22%
        MSCI AC Asia Pacific Free ex-Japan Real Estate Index
          (2007: MSCI AC Asia Pacific Free ex-Japan
          Industrials Index) annualized volatility based on
          36 months prior to grant date                                               14.48%           14.05%        16.15%
        Share price at grant date                                                     $4.10            $7.00         $6.97
        Risk-free interest rate equal to the implied yield on
          zero-coupon Singapore Government bond with a term
          equal to the length of vesting period                                         3.02%            2.95%         1.23%
        Expected dividend yield over 12 months volume-
          weighted share price prior to the grant date                                  2.00%            1.29%         1.42%
        Correlation of return between MSCI AC Asia Pacific
          Free ex-Japan Real Estate Index (2007: MSCI AC
          Asia Pacific Free ex-Japan Industrials Index) and the
          Company’s share price measured over 36 months
          prior to the grant date                                                     47.96%           48.10%        47.88%

        Restricted Stock Plan – Equity-settled/Cash-settled
        This relates to compensation costs of the holding company’s Restricted Stock Plan reflecting the benefits
        accruing to the employees over the service period to which the performance criteria relate. The holding
        company granted awards of shares under the Restricted Stock Plan in place of options with effect from
        2007.
        With effect from 2008, the ERCC of the holding company has instituted a set of share ownership
        guidelines for senior management who received shares under the Restricted Stock Plan. Under these
        guidelines, members of the senior management team are required to retain a portion of the total number of
        CapitaLand shares acquired through the performance based Restricted Stock Plan which will vary
        according to their job grades and annual base salaries.
        The number of shares outstanding under the Restricted Stock Plan at the end of the year are summarized
        below:
                                                                                         2006          2007          2008
        Year of Award                                                                   (’000)        (’000)        (’000)

        At January 1,                                                                         –              -         1,076
        Granted                                                                               -          1,173         2,098
        Forfeited/Cancelled                                                                   -           (104)         (313)
        Additional shares granted arising from modification                                   -              7             -
        Released*                                                                             -              -          (540)
        At December 31,**                                                                     -          1,076         2,321

       *     The number of shares released during the year was 539,992, of which 100,219 were cash settled.
       ** As at December 31, 2008, the number of shares awarded and outstanding was 2,320,941 (2007: 1,076,032), of which 507,826
          (2007: 203,438) were to be cash settled.

                                                             E-45
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008

        The maximum number of shares which could be released, when aggregated with the number of new
        shares issued pursuant to the vesting of awards under the Performance Share Plans and the exercise of
        options under Share Option Plans, is within the 15% limit of the total number of issued shares in the
        capital of the holding company on the day preceding the relevant date of grant.
        Cash-settled contingent awards of shares are measured at their current fair value at each balance sheet
        date.
        The fair values of the equity-settled contingent award of shares are determined using Monte Carlo
        simulation method at the measurement date which projects future share price assuming log normal
        distribution based on Geometric Brownian Motion Theory. The fair value and assumptions are set out
        below:
        Year of Award                                                       2006       2007         2008

        Weighted average fair value of shares and assumptions

        Weighted average fair value of measurement date                         -     $6.78        $6.78
        Expected volatility based on 36 months closing share price prior
          to grant date                                                         -    26.50%       29.22%
        Share price at grant date                                               -     $7.00        $6.97
        Risk-free interest rate equal to the implied yield on zero-coupon
          Singapore Government bond with a term equal to the length                  2.78% to    0.83% to
          of vesting period                                                     -     2.95%       1.23%
        Expected dividend yield over 12 months volume-weighted share
          price prior to the grant date                                         -     1.29%        1.42%


22      Revenue
                                                                        2006          2007          2008
                                                                        $’000         $’000         $’000

        Rental and related income                                        41,753        44,446       103,312
        Management and other fees                                        89,090       125,252       170,464
                                                                        130,843       169,698       273,776




                                                    E-46
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008

23      Other operating income
                                                                         2006           2007         2008
                                                                         $’000          $’000        $’000

        Interest income:
        - Fixed deposits and others                                       3,356           3,453        2,357
        - Related corporations                                              418              13          104
        - Associates                                                        388           3,717          551
        - Jointly-controlled entities                                     5,383          10,225       10,098
        Foreign exchange gain                                            19,069          47,719       12,114
        Gain on disposal of subsidiaries                                 27,807               -          135
        Realization of deferred income                                        -           5,853       18,618
        Gain on disposal of available-for-sale investments                  231               -       14,461
        Revaluation gain on investment properties                             -          13,186       50,196
        Gain on disposal of associate                                    33,995          40,472            -
        Dividend income                                                   7,497           9,217        9,861
        Others                                                            1,637           5,642        1,219
                                                                         99,781         139,497      119,714


24      Finance costs
                                                                  Note      2006           2007       2008
                                                                            $’000          $’000      $’000

        Interest paid and payable to:
        - Immediate holding company                                          12,034        14,613          5
        - Related corporations                                               59,390        83,262    136,151
        - Minority interests                                                 20,427         4,639      4,611
        - Bank loans and others                                               3,963         5,452     23,196
        Total borrowing costs                                                95,814       107,966    163,963
        Less: Borrowing costs capitalized in properties under
              development                                                    (16,890)      (1,151)    (5,761)
        Less: Borrowing costs capitalized in investment
              properties                                             5       (1,760)            -          -
                                                                             77,164       106,815    158,202

        The finance costs have been capitalized at 3.72% (2007: 3.06%; 2006: 5.5% to 8.5%) per annum for
        properties under development.




                                                   E-47
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

25      Profit before taxation
        Profit before taxation includes the following items:
                                                                                   2006       2007     2008
                                                                                   $’000      $’000    $’000
        (a) Staff costs

              Wages and salaries                                                   49,810     71,592   68,385
              Contributions to defined contribution plans included in
                wages and salaries                                                  2,492      4,256    3,115
              Share-based expenses                                                  2,941      8,459    7,198
              Increase in liability for short term accumulating compensated
                absences                                                              239       170      261

        (b) Other expenses

              Depreciation of plant and equipment                                   2,329      2,513    4,792
              Allowance for doubtful receivables due from related
                corporation                                                             -          -   11,447
              Directors’ fees                                                         237        447      597
              Plant and equipment written off                                         369        102      133
              Foreign exchange loss                                                   211         77      364
              Operating lease expense                                                   -        502    1,988
              Operating expenses arising from investment properties                36,480     22,539   38,238

        (c)   Remuneration of key management personnel

              Key management personnel of the Company are those persons having the authority and
              responsibility for planning, directing and controlling the activities of the Company. The
              directors and certain senior employees of the Company are considered key management
              personnel of the Company.
              The key management personnel compensations included as part of staff costs are as follows:
                                                                                     2006      2007    2008
                                                                                     $’000     $’000   $’000
              Salaries, bonuses, contributions to defined contribution plans and
                other benefits                                                        2,547    5,650    2,001
              Equity compensation benefits                                            1,232    2,121      868
                                                                                      3,779    7,771    2,869




                                                    E-48
Appendix E


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                               Combined Financial Statements
                                                                Years Ended December 31, 2006, 2007 and 2008

26      Income tax expense

                                                                                       2006       2007       2008
                                                                                       $’000      $’000      $’000

        Current tax
        - Current year                                                                8,966       13,677    14,760
        - Underprovision in respect of prior years                                    2,300        8,689     1,960
                                                                                     11,266       22,366    16,720
        Deferred tax
        - Origination and reversal of temporary differences                              488       6,846    14,650
        - Under/(Over) provision in respect of prior years                             3,598           -        (9)
                                                                                      4,086        6,846    14,641
                                                                                     15,352       29,212    31,361



        Reconciliation of expected to actual income taxes

                                                                               2006            2007         2008
                                                                               $’000           $’000        $’000

        Profit before taxation                                                 114,897         214,277     190,663
        Less: Share of results of associates and jointly- controlled
          entities                                                             (92,994)     (177,535)      (148,312)
        Profit before share of results of associates and
          jointly- controlled entities and taxation                             21,903          36,742      42,351
        Income tax using Singapore tax rate of 18% (2007: 18%;
          2006: 20%)                                                             4,381           6,614       7,623
        Net income not subject to tax                                           (6,025)        (17,183)     (8,605)
        Non-deductible expenses                                                  1,321           7,788       6,803
        Foreign income taxed at different rates                                 (2,758)            630       2,009
        Deferred tax assets not recognized                                       3,221           4,805       2,572
        Tax losses not available for carry-forward                               7,711          16,908      16,978
        Underprovision in respect of prior years                                 5,896           8,688       1,951
        Others                                                                   1,605             962       2,030
                                                                                15,352          29,212      31,361

        Deferred tax assets have not been recognized in respect of the following:

                                                                                       2006       2007       2008
                                                                                       $’000      $’000      $’000

        Tax losses                                                                     9,761      28,981    44,192

        Deferred tax assets have not been recognized in respect of the above item because it is not probable that
        future taxable profits will be available against which the subsidiaries of the Group can utilize the benefits.
        The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the
        respective countries in which the subsidiaries operate.

                                                      E-49
Appendix E


                                                                     CapitaMalls Asia Limited and its subsidiaries
                                                                                  Combined Financial Statements
                                                                   Years Ended December 31, 2006, 2007 and 2008

27          Notes to the consolidated statement of cash flows
     (a)    Acquisition of subsidiaries
     (i)    The list of subsidiaries acquired in 2006 is as follows:
                                                                                         Date         Equity interest
                                                                                       acquired         acquired
                                                                                                            %

            ZIBO Szitic Commercial Property Co., Ltd                                 March 2006              65
            QuanZhou Szitic Commercial Property Co., Ltd                             March 2006              65
            Kunshan Szitic Commercial Property Co., Ltd                              March 2006              65
            ZhanJiang Szitic Commercial Property Co., Ltd                             April 2006             65
            Yangzhou Szitic Commercial Property Co., Ltd                              April 2006             65
            Dongguan Szitic Commercial Property Co., Ltd                              June 2006              65
            Huizhou Szitic Commercial Property Co., Ltd                               June 2006              65
            Yibin Szitic Commercial Property Co., Ltd                                 June 2006              65
            Foshan Szitic Commercial Property Co., Ltd                                June 2006              65

            The total related acquisition costs for the above-mentioned subsidiaries amounted to $90.4 million. From
            the dates of acquisitions to December 31, 2006, the above-mentioned acquisitions contributed net losses
            of $0.43 million to the Group’s results for the year, before accounting for financing costs attributable to
            the acquisition.

     (ii)   Effects of acquisitions
            The cash flow and the net assets of subsidiaries acquired in 2006 are provided below:
                                                                                                     Recognized
                                                                                                    value/carrying
                                                                                                       amounts
            Group                                                                                       $’000

            Plant and equipment                                                                              446
            Investment properties and properties under development                                       180,203
            Current assets                                                                                31,198
            Current liabilities                                                                          (72,729)
            Minority interest                                                                            (48,691)
            Net assets acquired                                                                           90,427

            Purchase consideration                                                                         90,427
            Cash of subsidiaries acquired                                                                 (20,567)
            Deposit paid in the prior year                                                                (13,646)
            Cash outflow on acquisition of subsidiaries                                                    56,214




                                                         E-50
Appendix E


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                             Combined Financial Statements
                                                              Years Ended December 31, 2006, 2007 and 2008

  (b)   Disposal of subsidiaries
  (i)   In 2006, the Group disposed off the following subsidiaries for a total consideration of $613.2 million to
        associated companies.
                                                                                         Date             %
                                                                                       disposed        disposed

        CapitaRetail China Investments (B) Pte Ltd                                 December 2006          100
        CapitaRetail China Investments (B) Alpha Pte Ltd                           December 2006          100
        CapitaRetail China Investments (B) Gamma Pte Ltd                           December 2006          100
        CapitaRetail Beijing Anzhen Real Estate Co., Ltd                           December 2006          100
        CapitaRetail Dragon Mall (Shanghai) Co., Ltd                               December 2006          100
        Wuhu SZITIC Commercial Property Co., Ltd                                   December 2006           51
        CapitaRetail Beijing Wangjing Real Estate Co., Ltd                         December 2006          100
        CapitaRetail Huhehaote Jinyu Real Estate Co., Ltd                          December 2006          100
        CapitaRetail Beijing Jiulong Real Estate Co., Ltd                          December 2006          100
        Szitic (Chengdu) Commercial Property Co., Ltd                              December 2006           65
        Mianyang Szitic Commercial Property Co., Ltd                               December 2006           65
        Weifang Szitic Commercial Property Co., Ltd                                December 2006           65
        Nanchang Szitic Commercial Property Co., Ltd                               December 2006           65
        CapitaRetail Qiaoxiang (Shenzhen) Co., Ltd                                 December 2006          100
        ZIBO Szitic Commercial Property Co., Ltd                                   December 2006           65
        QuanZhou Szitic Commercial Property Co., Ltd                               December 2006           65
        ZhanJiang Szitic Commercial Property Co., Ltd                              December 2006           65
        Yangzhou Szitic Commercial Property Co., Ltd                               December 2006           65
        Kunshan Szitic Commercial Property Co., Ltd                                December 2006           65
        Dongguan Szitic Commercial Property Co., Ltd                               December 2006           65
        Huizhou Szitic Commercial Property Co., Ltd                                December 2006           65
        Yibin Szitic Commercial Property Co., Ltd                                  December 2006           65
        Foshan Szitic Commercial Property Co., Ltd                                 December 2006           65
        CapitaRetail China Developments (B) Pte Ltd                                December 2006          100
        CapitaRetail China Investments (B) Beta Pte Ltd                            December 2006          100

        The disposed subsidiaries previously contributed net losses of $40.2 million from January 1, 2006 to the
        respective dates of disposal.




                                                    E-51
Appendix E


                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                           Combined Financial Statements
                                                            Years Ended December 31, 2006, 2007 and 2008

  (ii)   The cash flow and the net assets of subsidiaries disposed in 2006 are provided below:
                                                                                                  2006
                                                                                                  $’000

         Property, plant and equipment                                                              24,154
         Investment properties                                                                   1,313,293
         Other non-current assets                                                                    4,948
         Current assets                                                                            154,136
         Current liabilities                                                                      (206,627)
         Interest bearing liabilities                                                             (156,725)
         Non-current liabilities                                                                    (8,264)
         Minority interests                                                                       (257,144)
         Equity interest retained as associates                                                   (335,178)
         Net assets disposed                                                                      532,593
         Realization of reserves                                                                   12,762
         Deferred income                                                                           36,563
         Transaction cost                                                                           3,549
         Gain on disposal of subsidiaries                                                          27,807
         Sale consideration                                                                       613,274
         Deferred payment                                                                        (362,301)
         Cash of subsidiaries disposed                                                            (78,799)
         Cash inflow on disposal of subsidiaries                                                  172,174




                                                   E-52
Appendix E


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                            Combined Financial Statements
                                                             Years Ended December 31, 2006, 2007 and 2008

        Disposal of subsidiaries
  (i)   In 2008, the Group disposed the following subsidiaries to an associate, CapitaRetail India Development
        Fund, for a total consideration of $15.3 million.
                                                                                                    Percentage
                                                                                       Date          disposed
                                                                                     disposed          (%)

        Flicker Projects Private Limited                                           February 08           70
        CapitaRetail India Development Fund Investments (Mauritius) Limited
           (formerly Isha Investments (Mauritius) Limited)                         February 08          100
        CapitaRetail Udaipur Mall (Mauritius) Limited (formerly Sun Amber
           Limited)                                                                February 08          100
        Sky Amber Limited                                                          February 08          100
        CapitaRetail Nagpur Mall (Mauritius) Limited (formerly Sea Amber
           Limited)                                                                February 08          100
        Earth Amber Limited                                                        February 08          100
        CapitaRetail Jalandhar Mall (Mauritius) Limited (formerly Fire Amber
           Limited)                                                                February 08          100
        Moon Amber Limited                                                         February 08          100
        CapitaRetail Khanna Mall (Mauritius) Limited (formerly Star Amber
           Limited)                                                                February 08          100
        CapitaRetail Whitefield Mall (Mauritius) Limited (formerly Pinnacle
           One Limited)                                                            February 08          100
        CapitaRetail Mangalore Mall (Mauritius) Limited (formerly Pinnacle
           Two Limited)                                                            February 08          100
        CapitaRetail Mysore Mall (Mauritius) Limited (formerly Pinnacle
           Three Limited)                                                          February 08          100
        CapitaRetail Hyderabad Mall (Mauritius) Limited (formerly Pinnacle
           Four Limited)                                                           February 08          100
        CapitaRetail Bangalore Forum Value Mall (Mauritius) Limited
           (formerly Pinnacle Five Limited)                                        February 08          100
        CapitaRetail Cochin Mall (Mauritius) Limited (formerly Pinnacle Six
           Limited)                                                                February 08          100
        Pinnacle Seven Limited                                                     February 08          100

        The disposed subsidiaries contributed net losses of $60,000 from January 1, 2008 to the respective dates
        of disposal.




                                                    E-53
Appendix E


                                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                                              Combined Financial Statements
                                                                               Years Ended December 31, 2006, 2007 and 2008

     (ii)   The cash flow and the net assets of subsidiaries disposed in 2008 are provided below:
                                                                                                                                 2008
                                                                                                                                 $’000

            Plant and equipment                                                                                                       135
            Property under development                                                                                             20,625
            Current assets                                                                                                          4,873
            Current liabilities                                                                                                    (1,388)
            Minority interests                                                                                                     (1,880)
            Equity interest retained as associates                                                                                 (7,328)
            Net assets disposed                                                                                                    15,037
            Realization of reserves                                                                                                   (31)
            Deferred income                                                                                                           153
            Gain on disposal of subsidiaries                                                                                          135
            Sale consideration                                                                                                     15,294
            Cash of subsidiaries disposed                                                                                          (2,970)
            Cash inflow on disposal of subsidiaries                                                                                12,324


28          Earnings per share
            The basic earnings per share for the years ended December 31, 2006, 2007 and 2008 was based on the
            profit attributable to ordinary shareholder of $112,342,000, $185,407,000 and $156,799,000 respectively
            and a weighted average number of ordinary shares outstanding of 127,224,800, 127,224,800 and
            386,310,203 respectively, calculated as follows:
                                                                                        2006                 2007                2008
                                                                                        $’000                $’000               $’000

            Profit attributable to ordinary shareholders                                  112,342             185,407             156,799

            Weighted average number of shares                                         Number of          Number of           Number of
                                                                                       shares             shares              shares
                                                                                         2006               2007                2008
                                                                                        (’000)             (’000)              (’000)

            Issued ordinary shares at January 1,                                           50,000            50,000             50,000
            Issue of ordinary shares during the year                                            -                 -            166,803
            Issue of ordinary shares for the transfer of entities
               under common control*                                                       77,225            77,225            169,507
            Weighted average number of shares at December 31,                             127,225           127,225            386,310
            * Based on the number of shares issued on capitalization of loans applying the conversion price of $1.25 per share, as disclosed in
              Note 36 Subsequent events.

            For purposes of preparing the combined financial statements, the weighted average number of shares as
            at December 31, 2006, 2007 and 2008 includes the estimated shares issued to effect the transfer of
            interests in common control entities pursuant to the Corporate Reorganization on the basis that the
            transfers had taken effect as of January 1, 2006 or the dates of incorporation, if later, of common control
            entities.
            There were no potential dilutive ordinary shares in existence for the years ended December 31, 2006,
            2007 and 2008.

                                                                   E-54
Appendix E


                                                                    CapitaMalls Asia Limited and its subsidiaries
                                                                                 Combined Financial Statements
                                                                  Years Ended December 31, 2006, 2007 and 2008

29          Commitments

            The Group had the following commitments as at the balance sheet date:-

     (a)    Operating lease commitments

     (i)    Operating lease rental payable

            Future minimum lease payments for the Group on non-cancellable operating leases are as follows:

                                                                                    2006       2007      2008
                                                                                    $’000      $’000     $’000
            Lease payments payable:
            - Within 1 year                                                             -         758     2,621
            - After 1 year but within 5 years                                           -       2,749     1,429
            - After 5 years                                                             -           -     1,684
                                                                                        -       3,507     5,734


     (ii)   Operating lease rental receivable

            Future minimum lease rental receivable for the Group on non-cancellable operating leases from
            investment properties are as follows:

                                                                              2006          2007        2008
                                                                              $’000         $’000       $’000

            Lease rentals receivable:
            - Within 1 year                                                   16,662         20,863      80,278
            - After 1 year but within 5 years                                 40,798         35,592     106,443
            - After 5 years                                                      912              -       4,897
                                                                              58,372         56,455     191,618


     (b)    Other commitments

                                                                            2006            2007        2008
                                                                            $’000           $’000       $’000

            Commitments in respect of:
            - Capital expenditure contracted but not provided for in
              the financial statements                                           89          16,776      27,680
            - Capital expenditure authorized but not committed                   31           2,294           -
            - Development expenditure contracted but not provided
              for in the financial statements                                       -       250,616     256,475
            - Development expenditure authorized for but not
              committed                                                             -        39,987              -
            - Capital contribution/ acquisition of associates, jointly-
              controlled entities and investee companies                    559,195         575,818     413,875
                                                                            559,315         885,491     698,030

                                                         E-55
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

30      Financial guarantee contracts
        There are no terms and conditions attached to the financial guarantee contracts that would have a material
        effect on the amount, timing and uncertainty of the Group’s future cash flows. The Group issues
        guarantees only to its related parties.
                                                                                    2006           2007     2008
                                                                                    $’000          $’000    $’000

        Guarantees and undertaking issued in relation to associates                         -     57,904       -


31      Contingent liabilities
        (a) In 2006, a subsidiary of the Group entered into a put option agreement with the trustee of
            CapitaRetail China Trust, an associate of the Group, in relation to the sale of Wangjing Mall,
            whereby the trustee was granted the right to put the property back at the put option price determined
            based on an agreed basis, in the event the legal title of the Wangjing Mall was not obtained by June 4,
            2008.
             As the legal title was obtained by CapitaRetail China Trust before that date, the put option was not
             exercised.
        (b) In 2007, the Company granted to Gurney Plaza Sdn Bhd (the “Vendor”), an external party, a put
            option to require a subsidiary to purchase the Gurney Plaza Extension and the Car Park Lot (as
            described in the option) within 5 years from August 15, 2007 at the put option price to be determined
            on an agreed basis. In return, the Vendor has granted the Company an option to purchase the same
            property at the same agreed terms within 1 year of the expiry of the put option in the event the Vendor
            does not exercise the put option.
        (c) In 2007 and 2008, the Company provided guarantees to Malaysian Trustees Berhad, the trustee for
            and on behalf of the holders of the Senior Class Notes issued by two subsidiaries. The guarantees
            were given in the form of call options granted by Malaysian Trustees Berhad in the Company’s
            favour that the Company will purchase all the outstanding Senior Class Notes in the event the
            subsidiaries fail to pay any amount under the Senior Class Notes when they are due and payable.


32      Significant related party transactions
        In addition to the related party information disclosed elsewhere in the financial statements, there were
        significant related party transactions which were carried out in the normal course of business on terms
        agreed between the parties during the financial year as follows:
                                                                                 2006           2007       2008
                                                                                 $’000          $’000      $’000
        Immediate holding company
        Management fee expense                                                    (7,638)       (17,841)   (15,386)

        Related corporations
        Management fee expenses                                                  (13,034)       (18,501)   (15,236)
        Acquisition fee expenses                                                    (203)          (419)         -

        Associates and jointly-controlled entities
        Management fee income                                                     33,331        65,304     70,466
        Project management fee income                                              2,932        15,060      7,380

                                                     E-56
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

33      Financial risk management
        (a) Financial risk management objectives and policies
             The Group is exposed to market risk (including interest rate, foreign currency and price risks), credit
             risk and liquidity risk arising from its diversified portfolio business. The Group’s risk management
             approach seeks to minimize the potential material adverse effects from these exposures. As a whole,
             the Group has implemented risk management policies and guidelines which set out its tolerance of
             risk and its general risk management philosophy. In connection with this, the Group has established a
             framework and process to monitor the exposures so as to ensure appropriate measures can be
             implemented in a timely and effective manner.

        (b) Market risk
             Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates
             and equity prices will have on the Group’s income or the value of its holdings of financial
             instruments. The objective of market risk management is to manage and control market risk
             exposures within acceptable parameters, while optimizing the return on risk.

             (i)   Interest rate risk
                   The Group’s exposure to market risk for changes in interest rate environment relates mainly to
                   its financial liabilities and interest-bearing balances with immediate holding company, related
                   corporations and minority interests.
                   The Group manages its interest rate exposure by maintaining a prudent mix of fixed and
                   floating rate borrowings. The Group actively reviews its debt portfolio, taking into account the
                   investment holding period and nature of its assets. This strategy allows it to capitalize on
                   cheaper funding in a low interest rate environment and achieve certain level of protection
                   against rate hikes.

                   Sensitivity analysis
                   For variable rate financial liabilities, it is estimated that an increase of 100 basis points (bp) in
                   interest rate at the reporting date would lead to a reduction in the Group’s profit before tax (and
                   accumulated profits) by approximately $26.0 million (2007: $28.3 million; 2006:
                   $12.7 million). A decrease in 100bp in interest rate would have an equal but opposite
                   effect. This analysis assumes that all other variables, in particular foreign currency rates,
                   remain constant, and has not taken into account the effects of qualifying borrowing costs
                   allowed for capitalization, the associated tax effects and share of minority interests.

             (ii) Foreign currency risk
                   The Group operates internationally and is exposed to various currencies, mainly United States
                   (US) dollars, Chinese Renminbi, Hong Kong dollars, Ringgit Malaysia and Japanese Yen.
                   The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the
                   country in which the property or investment is located or by borrowing in currencies that match
                   the future revenue stream to be generated from its investments.
                   Foreign exchange exposures in transactional currencies other than functional currencies of the
                   operating entities are kept to an acceptable level.
                   In relation to its overseas investments in its foreign subsidiaries whose net assets are exposed to
                   currency translation risk and which are held for long term investment purposes, the differences
                   arising from such translation are captured under the foreign currency translation reserve. These
                   translation differences are reviewed and monitored on a regular basis.

                                                        E-57
       Appendix E


                                                                                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                           Combined Financial Statements
                                                                                                                            Years Ended December 31, 2006, 2007 and 2008

       The Group’s exposure to foreign currencies as at December 31, are as follows:
                                                                                                                                                                  Total
                                                                                         US         Chinese    Hong Kong    Japanese    Ringgit                  foreign
                                                                                       dollars     Renminbi     dollars        Yen      Malaysia     Others*    currencies
                                                                                        $’000        $’000       $’000        $’000      $’000        $’000       $’000
       2006
       Financial assets                                                                       -           -      217,956          -            -           -       217,956
       Trade and other receivables                                                      610,463       2,132        4,463      4,670            -           -       621,728
       Cash and cash equivalents                                                          1,906      12,984            -      3,131            -           -        18,021
       Financial liabilities                                                           (854,466)     (7,915)    (143,049)   (43,884)           -           -    (1,049,314)
       Trade and other payables                                                              (4)   (101,023)           -     (1,016)           -           -      (102,043)
                                                                                       (242,101)    (93,822)      79,370    (37,099)           -           -      (293,652)




E-58
       Less:
       - Net financial liabilities/(assets)
             denominated in the respective
             entities’ functional currencies                                             (2,401)     93,822           -      (6,006)           -           -        85,415
       Currency exposure                                                               (244,502)          -      79,370     (43,105)           -           -      (208,237)
       2007
       Financial assets                                                                       -           -      213,986          -            -           -       213,986
       Trade and other receivables                                                        5,063      62,572            -      2,462        3,323       1,606        75,026
       Cash and cash equivalents                                                        108,807      39,436            6     11,205       30,705       3,252       193,411
       Financial liabilities                                                           (855,725)    (23,500)    (131,893)   (57,968)     (75,224)          -    (1,144,310)
       Trade and other payables                                                        (142,521)   (275,607)           -    (11,032)     (13,013)     (1,393)     (443,566)
                                                                                       (884,376)   (197,099)      82,099    (55,333)     (54,209)      3,465    (1,105,453)
       Less: Net financial liabilities/(assets)
             denominated in the respective
             entities’ functional currencies                                                  -     198,973           -       1,416       53,608      (3,465)      250,532
       Currency exposure                                                               (884,376)      1,874      82,099     (53,917)        (601)          -      (854,921)
       Appendix E


                                                                                      CapitaMalls Asia Limited and its subsidiaries
                                                                                                   Combined Financial Statements
                                                                                    Years Ended December 31, 2006, 2007 and 2008

                                                                                                                          Total
                                                  US         Chinese    Hong Kong   Japanese    Ringgit                  foreign
                                                dollars     Renminbi     dollars       Yen      Malaysia     Others*    currencies
                                                 $’000        $’000       $’000       $’000      $’000        $’000       $’000
       2008
       Financial assets                          142,556           -     113,071           -           -          -        255,627
       Trade and other receivables                 9,210     257,471       5,274       4,290       2,917         97        279,259
       Cash and cash equivalents                     676      53,219      14,321       6,741      47,828      1,264        124,049
       Financial liabilities                    (813,107)    (65,198)    (92,095)   (166,242)   (165,950)         -     (1,302,592)
       Trade and other payables                   (5,239)   (288,407)          -      (8,865)    (34,255)       (79)      (336,845)
                                                (665,904)    (42,915)     40,571    (164,076)   (149,460)     1,282       (980,502)




E-59
       Less:
       - Net financial liabilities/(assets)
             denominated in the respective
             entities’ functional currencies           -      74,249           -      (1,776)    489,184      (1,282)      560,375
       Currency exposure                        (665,904)     31,334      40,571    (165,852)    339,724           -      (420,127)

       * Others include mainly Indian Rupees.
Appendix E


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                              Combined Financial Statements
                                                               Years Ended December 31, 2006, 2007 and 2008

                  Sensitivity analysis
                  A 10% strengthening of Singapore dollar against the following currencies at the reporting date
                  would increase (decrease) equity and profit or loss by the amounts shown below. The analysis
                  assumed that all other variables, in particular interest rates, remain constant and does not take
                  into account the associated tax effects and share of minority interests.
                                                                                                         Profit
                                                                                            Equity       or loss
                                                                                            $’000        $’000
                  2006

                  US dollar                                                                        -     24,450
                  Chinese Renminbi                                                                 -          -
                  Hong Kong dollar                                                            (7,937)         -
                  Japanese Yen                                                                 4,311          -

                  2007

                  US dollar                                                                        -     88,438
                  Chinese Renminbi                                                                 -       (187)
                  Hong Kong dollar                                                            (8,210)         -
                  Japanese Yen                                                                 5,392          -
                  Malaysian Ringgit                                                                -         60

                  2008
                  US dollar                                                                   50,307     16,283
                  Chinese Renminbi                                                                 -     (3,133)
                  Hong Kong dollar                                                            (2,102)    (1,955)
                  Japanese Yen                                                                16,624        (39)
                  Malaysian Ringgit                                                                -    (33,973)

                  A 10% weakening of Singapore dollar against the above currencies would have had the equal
                  but opposite effect on the above currencies to the amounts shown above, on the basis all other
                  variables remain constant.

             (iii) Price risk
                  The Group has available-for-sale unquoted equity securities and quoted investments that are
                  listed in Hong Kong.

                  Sensitivity analysis
                  A 5% increase in the underlying equity prices at the reporting date would increase equity by
                  approximately $12.8 million (2007: $10.7 million; 2006: $10.9 million). A 5% decrease would
                  have had an equal but opposite effect. This analysis assumes that all other variables remain
                  constant.

        (c) Credit risk
             Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
             instruments fails to meet its contractual obligations. For trade receivables, the Group has guidelines

                                                      E-60
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

             governing the process of granting credit as a service or product provider in its respective segments of
             business. Trade and other receivables relate mainly to the Group’s tenants from its malls as well as
             amounts due from associates and related corporations. Investments and financial transactions are
             restricted to counterparties that meet the appropriate credit criteria and are of high credit standing.
             Guarantees are only given for its subsidiaries and related parties. The maximum exposure to credit
             risk in respect of these financial guarantees at the balance sheet date is disclosed in note 30.
             The Group has a diversified portfolio of businesses and as at balance sheet date, there were no
             significant concentration of credit risk with any entity. The maximum exposure to credit risk is
             represented by the carrying amount of each financial asset in the balance sheet.

        (d) Liquidity risk
             Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
             due. The Group actively manages its debt maturity profile, operating cash flows and the availability
             of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its
             overall prudent liquidity management, the Group maintains sufficient level of cash or cash
             convertible investments to meet its working capital requirement. In addition, the Group strives to
             maintain available banking facilities at a reasonable level to its overall debt position. As far as
             possible, the Group will constantly raise committed funding from both capital markets and financial
             institutions and prudently balance its portfolio with some short term funding so as to achieve overall
             cost effectiveness.
             The Group’s main sources of long-term funding have been capital contributions and loans from the
             holding company and borrowings from related corporation, banks and financial institutions. The
             Group has in the past met its working capital and other capital requirements primarily from cash
             flows generated from operating and divestment activities. Following the Corporate Reorganization,
             the holding company will convert $3.35 billion of related party loans and borrowings into ordinary
             share capital by way of issue and allotment of ordinary shares to CapitaLand Limited. Management
             believes this exercise will help mitigate the Group’s liquidity risks and enhance its working capital
             position.




                                                       E-61
Appendix E


                                                                          CapitaMalls Asia Limited and its subsidiaries
                                                                                       Combined Financial Statements
                                                                        Years Ended December 31, 2006, 2007 and 2008

             The following are the expected contractual undiscounted cash flows of financial liabilities, including
             interest payments and excluding the impact of netting agreements:

                                                                                                Contractual cash flows
                                                                                             (including interest payments)
                                                         Carrying                          Within       Within     More than
                                                         amount            Total           1 year 1 to 5 Years 5 Years
                                                          $’000            $’000           $’000         $’000       $’000
             2006
             Secured bank loans                               7,915     8,036     8,036                      -           -
             Loans from related corporation               1,489,448 1,545,828 1,101,315                444,513           -
             Trade and other payables*                    1,036,032 1,040,330 1,040,330                      -           -
             Security deposits (non-current)                  4,389     4,389         -                  3,653         736
             Amounts due to minority
               interests (non-current)                       18,451    20,035         -                 20,035           -
                                                          2,556,235 2,618,618 2,149,681                468,201         736

             2007
             Secured bank loans                              23,500    30,518     2,282                 19,017       9,219
             Secured notes                                   75,224    78,324    78,324                      -           -
             Loans from related corporation               3,080,636 3,136,675 2,859,264                277,411           -
             Trade and other payables*                      607,738   611,968   611,968                      -           -
             Security deposits (non-current)                 22,844    22,844         -                 14,211       8,633
             Amounts due to minority
               interests                                     13,786    14,919         -                 14,919           -
                                                          3,823,728 3,895,248 3,551,838                325,558      17,852

             2008
             Secured bank loans                              65,198    80,194     8,226                 48,684      23,284
             Secured notes                                  165,949   186,334   108,700                 77,634           -
             Loans from related corporation               2,756,845 2,869,581 1,287,090              1,582,491           -
             Loan from immediate holding
               company                                       12,000    12,000    12,000                      -           -
             Trade and other payables*                      490,388   495,807   495,807                      -           -
             Security deposits (non-current)                 25,901    25,901         -                 25,901           -
                                                          3,516,281 3,669,817 1,911,823              1,734,710      23,284

             *   Excludes advance payments received and liability for employee benefits.



             Fair values

             The aggregate net fair values of financial assets and liabilities which are not carried at fair value in the
             balance sheet as at December 31, are represented in the following table:

                                                              2006                        2007                   2008
                                                       Carrying     Fair           Carrying     Fair      Carrying     Fair
                                                       amount      value           amount      value      amount      value
                                                        $’000      $’000            $’000      $’000       $’000      $’000

             Secured notes                                       -         -    75,224    75,224 165,949 166,350
             Loans from related corporation              1,489,448 1,489,637 3,080,636 3,084,060 2,756,845 2,756,845

                                                             E-62
Appendix E


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                               Combined Financial Statements
                                                                Years Ended December 31, 2006, 2007 and 2008

             The following methods and assumptions are used to estimate the fair values of the following
             significant classes of financial instruments:

             (i)   Floating interest-bearing loans and advances
                   The Group believes that the carrying amounts of floating interest-bearing loans, which are
                   repriced within 6 months from the balance sheet date, reflect the corresponding fair values.

             (ii) Available-for-sale investments
                   The available-for-sale investments are stated at fair value at the balance sheet date.
                   Fair values are based on quoted bid prices where available, without any deduction for transaction
                   costs or the Group’s share of revalued net assets of the unquoted investment.

             (iii) Trade and other receivables, cash and cash equivalents and trade and other payables
                   The carrying amounts approximate fair values due to the relatively short term maturity of these
                   financial instruments.




                                                       E-63
       Appendix E



                                                                                                     CapitaMalls Asia Limited and its subsidiaries
                                                                                                                  Combined Financial Statements
                                                                                                   Years Ended December 31, 2006, 2007 and 2008



       34      Segment reporting

               (a)    Business segments

                                                                         Management   Investment
                                                                          business     business      Others        Elimination          Total
               2006                                                        $’000         $’000       $’000            $’000             $’000
               External revenue                                             87,956       41,753        1,134                -           130,843
               Inter-segment revenue                                        59,174            -            -          (59,174)                -
               Total external revenue                                      147,130       41,753        1,134          (59,174)          130,843




E-64
               Segment results
               Company and subsidiaries                                     72,734       13,806       12,444                -            98,984
               Associates                                                        -       92,929            -                -            92,929
               Jointly-controlled entities                                   5,212       (5,147)           -                -                65
                                                                            77,946      101,588       12,444                -           191,978
               Unallocated income                                                                                                            83
               Finance costs                                                                                                            (77,164)
               Income tax expense                                                                                                       (15,352)
               Profit for the year                                                                                                       99,545

               Total assets                                                 69,695    2,921,462      289,161                -         3,280,318

               Total liabilities                                            33,863    2,392,805      210,485                -         2,637,153

               Other segment information
               Interests in associates and jointly-controlled entities         128    1,599,473            -                -         1,599,601
               Capital expenditure                                           1,154      844,812        1,598                -           847,564
       Appendix E


                                                                                                     CapitaMalls Asia Limited and its subsidiaries
                                                                                                                  Combined Financial Statements
                                                                                                   Years Ended December 31, 2006, 2007 and 2008

                                                                         Management   Investment
                                                                          business     business      Others        Elimination          Total
               2007                                                        $’000         $’000       $’000            $’000             $’000
               External revenue                                            123,181       44,446        2,071                -           169,698
               Inter-segment revenue                                        84,546            -            -          (84,546)                -
               Total external revenue                                      207,727       44,446        2,071          (84,546)          169,698

               Segment results
               Company and subsidiaries                                    118,963       27,941        9,062                -           155,966
               Associates                                                        -      188,672            -                -           188,672
               Jointly-controlled entities                                    (630)     (10,507)           -                -           (11,137)
                                                                           118,333      206,106        9,062                -           333,501




E-65
               Unallocated income                                                                                                           953
               Unallocated expense                                                                                                      (13,362)
               Finance costs                                                                                                           (106,815)
               Income tax expense                                                                                                       (29,212)
               Profit for the year                                                                                                      185,065

               Total assets                                                343,087    4,075,062      238,373                -         4,656,522

               Total liabilities                                           232,499    3,499,787      196,064                -         3,928,350

               Other segment information
               Interests in associates and jointly-controlled entities        (485)   2,529,579            -                -         2,529,094
               Capital expenditure                                           3,861      687,994        3,327                -           695,182
       Appendix E


                                                                                                     CapitaMalls Asia Limited and its subsidiaries
                                                                                                                  Combined Financial Statements
                                                                                                   Years Ended December 31, 2006, 2007 and 2008

                                                                         Management   Investment
                                                                          business     business      Others        Elimination          Total
               2008                                                        $’000         $’000       $’000            $’000             $’000
               External revenue                                            167,855      103,312        2,609                -           273,776
               Inter-segment revenue                                        78,758            -            -          (78,758)                -
               Total external revenue                                      246,613      103,312        2,609          (78,758)          273,776

               Segment results
               Company and subsidiaries                                    123,725       62,504       24,350                -           210,579
               Associates                                                        -      151,310            -                -           151,310
               Jointly-controlled entities                                  (1,447)      (1,551)           -                -            (2,998)
                                                                           122,278      212,263       24,350                -           358,891




E-66
               Unallocated income                                                                                                            22
               Unallocated expense                                                                                                      (10,048)
               Finance costs                                                                                                           (158,202)
               Income tax expense                                                                                                       (31,361)
               Profit for the year                                                                                                      159,302

               Total assets                                                304,698    4,889,437      291,887                -         5,486,022

               Total liabilities                                           236,291    3,226,689      134,298                -         3,597,278

               Other segment information
               Interests in associates and jointly-controlled entities      (2,133)   3,080,144            -                -         3,078,011
               Capital expenditure                                           3,501      310,669        4,055                -           318,225
       Appendix E


                                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                                Combined Financial Statements
                                                                                 Years Ended December 31, 2006, 2007 and 2008

               (b)    Geographical segments


                                              Singapore     China      Japan           Malaysia          India          Total
               2006                             $’000       $’000      $’000            $’000            $’000          $’000

               External revenue                  93,431      33,688      3,724                 -                 -      130,843

               Non-current assets              1,624,827    694,082     51,419                 -         23,444       2,393,772

               Total assets                    1,745,964   1,451,369    59,486                 -         23,499       3,280,318

               2007




E-67
               External revenue                 116,666      43,327      6,459             3,246                 -      169,698

               Non-current assets              1,898,626   1,407,625    61,199          524,690          72,771       3,964,911

               Total assets                    2,000,790   1,906,480    83,391          585,745          80,116       4,656,522

               2008

               External revenue                 121,131      87,600      3,423           58,981           2,641         273,776

               Non-current assets              2,058,058   1,754,318   146,012          820,270         134,491       4,913,149

               Total assets                    2,205,208   2,107,713   162,018          872,223         138,860       5,486,022
Appendix E


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                                Combined Financial Statements
                                                                 Years Ended December 31, 2006, 2007 and 2008

35      New accounting standards and interpretations not yet adopted

        The Group has not applied the following accounting standards (including its consequential amendments)
        and interpretations that have been issued as of the balance sheet date but are not yet effective:

        m    FRS 1 (revised 2008) Presentation of Financial Statements

        m    FRS 23 (revised 2007) Borrowing Costs

        m    Amendments to FRS 32 Financial Instruments: Presentation and FRS 1 Presentation of Financial
             Statements – Puttable Financial Instruments and Obligations Arising on Liquidation

        m    Amendments to FRS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged
             Items

        m    Amendments to FRS 101 First-time Adoption of Financial Reporting Standards and FRS 27
             Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary,
             Jointly – Controlled Entity or Associate

        m    Amendments to FRS 102 Share-based Payment – Vesting Conditions and Cancellations

        m    Improvements to FRSs 2008

        m    INT FRS 113 Customer Loyalty Programmes

        m    INT FRS 116 Hedges of a Net Investment in a Foreign Operation

        FRS 1 (revised 2008) will become effective for the Group’s financial statements for the year ending
        December 31, 2009. The revised standard requires an entity to present, in a statement of changes in equity,
        all owner changes in equity. All non-owner changes in equity (i.e. comprehensive income) are required to
        be presented in one statement of comprehensive income or in two statements (a separate income
        statement and a statement of comprehensive income). Components of comprehensive income are not
        permitted to be presented in the statement of changes in equity. In addition, a statement of financial
        position is required at the beginning of the earliest comparative period following a change in accounting
        policy, the correction of an error or the reclassification of items in the financial statements. FRS 1 (revised
        2008) does not have any impact on the Group’s financial position or results.

        Improvements to FRSs 2008 will become effective for the Group’s financial statements for the year
        ending December 31, 2009, except for the amendment to FRS 105 Non-current Assets Held for Sale and
        Discontinued Operations which will become effective for the year ending December 31, 2010.
        Improvements to FRSs 2008 contain amendments to numerous accounting standards that result in
        accounting changes for presentation, recognition or measurement purposes and terminology or editorial
        amendments. Arising from the amendments made to FRS 40 Investment Property, effective for annual
        periods beginning on or after January 1, 2009, property that is being constructed or developed for future
        use as investment property will also meet the definition of an investment property. As the Group has
        adopted the fair value model to measure its investment properties, properties in the course of development
        will accordingly be fair valued with effect from January 1, 2009, and any change therein recognized in the
        income statements. This amendment could have a significant impact to the Group depending on the
        valuation of properties under development at subsequent balance sheet dates.

        Other than the changes in disclosures relating to FRS 1, the initial application of these standards
        (including their consequential amendments) and interpretations is not expected to have any material
        impact on the Group’s financial statements. The Group has not considered the impact of accounting
        standards issued after the balance sheet date.

                                                       E-68
Appendix E


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                             Combined Financial Statements
                                                              Years Ended December 31, 2006, 2007 and 2008

36      Subsequent events
        Subsequent to the financial year end, the Group subscribed for a rights issue announced by a listed
        associate of the Group, CapitaMall Trust (“CMT”), amounting to $365.8 million. The investment was
        financed by unsecured, interest-bearing borrowings repayable in 2012 from CapitaLand Treasury
        Limited, a related corporation of the Group.
        On October 2, 2009, the Group received a conditional eligibility to list its shares from the Singapore
        Exchange Securities Trading Limited. Pursuant to the listing and initial public offering of the Company, a
        director’s resolution was passed to approve the capitalization of the related party borrowings of
        $3,353 million through the issue of the Company’s ordinary shares.
        On November 16, 2009, pursuant to the above capitalization of related party borrowings, the Company
        issued 2,884 million ordinary shares at a conversion price of $1.25 per share.




                                                     E-69
(This page intentionally left blank)
Appendix F




                         CapitaMalls Asia Limited
                   (formerly known as CapitaLand Retail Limited)
                              and its subsidiaries
                    Unaudited Interim Combined Financial Statements
             For the Nine-month Periods Ended September 30, 2008 and 2009




                                         F-1
Appendix F


                            KPMG LLP                                                     Telephone +65 6213 3388
                            16 Raffles Quay #22-00                                       Fax       +65 6225 0984
                            Hong Leong Building                                          Internet   kpmg.com.sg
                            Singapore 048581




The Board of Directors
CapitaMalls Asia Limited
(formerly known as CapitaLand Retail Limited)
39 Robinson Road
#18-01 Robinson Point
Singapore 068911


Dear Sirs

Review Report of the Interim Combined Financial Statements

Introduction
We have reviewed the combined balance sheet of CapitaMalls Asia Limited (formerly known as CapitaLand Retail
Limited) (the “Company”) and its subsidiaries (the “Group”) as at September 30, 2009, the related combined
income statements, combined statements of comprehensive income, combined statements of changes in equity and
combined statements of cash flows for the nine-month periods ended September 30, 2008 and 2009 and certain
explanatory notes as set out on pages F-4 to F-26 (the “Unaudited Interim Combined Financial Statements”). We
have audited the combined financial statements of the Group for the years ended December 31, 2006, 2007 and 2008
in accordance with Singapore Financial Reporting Standards and have issued our report thereon on November 2,
2009, updated for certain subsequent events as of November 17, 2009. The combined balance sheet of the Group as
at December 31, 2008, which has been presented herein for comparative purpose, is a component of those combined
financial statements. The management of the Company is responsible for the preparation and presentation of these
Unaudited Interim Combined Financial Statements in accordance with Singapore Financial Reporting Standards
(“FRS”) 34 Interim Financial Reporting. Our responsibility is to express a conclusion on these Unaudited Interim
Combined Financial Statements based on our review.

Scope of review
We conducted our review in accordance with the Singapore Standard on Review Engagements 2410 Review of
Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial
information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in
accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we
would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.




                                                        F-2
Appendix F


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                             Review of the Interim Combined Financial Statements



Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the Unaudited Interim
Combined Financial Statements are not prepared, in all material respects, in accordance with FRS 34 Interim
Financial Reporting.
This report has been prepared for inclusion in the Prospectus of the Company in connection with the initial public
offering of the shares of the Company.




KPMG LLP
Public Accountants and
Certified Public Accountants
Singapore

Leong Kok Keong
Partner-in-charge

November 2, 2009, except for Earnings per share — basic and diluted in the Unaudited Interim Combined Income
Statements, Note 20 Earnings per share and Note 23 Subsequent events, as to which the date is November 17, 2009.




                                                       F-3
Appendix F


                                                                    CapitaMalls Asia Limited and its subsidiaries
                                                                      Unaudited Interim Combined Balance Sheets
                                                                As of September 30, 2009 and December 31, 2008

Unaudited Interim Combined Balance Sheets
As of September 30, 2009 and December 31, 2008
                                                              Note   September 30, 2009      December 31, 2008
                                                                           $’000                  $’000
Non-current assets
Plant and equipment                                                           15,389                 16,574
Investment properties                                           3          1,367,220              1,390,146
Properties under development                                    4            109,014                171,250
Associates                                                      5          3,049,129              2,836,406
Jointly-controlled entities                                     6            614,410                241,605
Investment securities available-for-sale                        7            142,632                255,627
Deferred tax assets                                                              203                    203
Other assets                                                                     975                  1,338
                                                                           5,298,972              4,913,149
Current assets
Trade and other receivables                                     8           532,251                 425,075
Cash and cash equivalents                                       9           524,138                 147,798
                                                                           1,056,389                572,873
Total assets                                                               6,355,361              5,486,022

Equity attributable to equity holder of the Company
Share capital                                                 10           1,000,000              1,000,000
Reserves                                                      11             945,302                836,664
                                                                           1,945,302              1,836,664
Minority interests                                                            48,620                 52,080
Total equity                                                               1,993,922              1,888,744

Non-current liabilities
Financial liabilities                                         12           2,347,208              1,648,157
Deferred tax liabilities                                                      25,969                 25,054
Other non-current liabilities                                                 22,341                 26,251
                                                                           2,395,518              1,699,462

Current liabilities
Trade and other payables                                      13             469,644                505,343
Financial liabilities                                         12           1,455,990              1,351,850
Current tax payable                                                           40,287                 40,623
                                                                           1,965,921              1,897,816
Total liabilities                                                          4,361,439              3,597,278
Total equity and liabilities                                               6,355,361              5,486,022



                                The accompanying notes form an integral part of these
                                  unaudited interim combined financial statements.

                                                        F-4
Appendix F


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                            Unaudited Interim Combined Income Statements
                                                     Nine-month Periods Ended September 30, 2008 and 2009


Unaudited Interim Combined Income Statements
Nine-month Periods Ended September 30, 2008 and 2009
                                                           Note      Nine-month            Nine-month
                                                                     period ended          period ended
                                                                  September 30, 2009    September 30, 2008
                                                                         $’000                 $’000
Revenue                                                     14          206,328               196,332
Cost of sales                                                           (70,707)              (64,224)
Gross profit                                                            135,621               132,108
Other operating income
– Net fair value gain on investment properties                                -                 40,117
– Others                                                                 75,390                 47,481
Administrative expenses                                                 (52,916)               (73,194)
Other operating expenses
– Net fair value loss on investment properties and
   properties under development                                        (117,796)                    -
– Others                                                                 (5,570)                 (519)
Finance costs                                               15          (92,144)             (118,943)
Share of results (net of tax) of:
- Associates                                                            (53,938)              150,157
- Jointly-controlled entities                                           365,669                (3,152)
Profit before taxation                                      16          254,316               174,055
Income tax expense                                          17          (11,023)              (22,718)
Profit for the period                                                   243,293               151,337
Profit attributable to:
Equity holder of the Company                                            244,506               152,512
Minority interests                                                       (1,213)               (1,175)

Profit for the period                                                   243,293               151,337
Earnings per share (cents)
- Basic and diluted                                         20               21                    60




                             The accompanying notes form an integral part of these
                               unaudited interim combined financial statements.

                                                     F-5
Appendix F


                                                               CapitaMalls Asia Limited and its subsidiaries
                                            Unaudited Interim Combined Statements of Comprehensive Income
                                                    Nine-month Periods Ended September 30, 2008 and 2009


Unaudited Interim Combined Statements of Comprehensive Income
Nine-month Periods Ended September 30, 2008 and 2009
                                                                    Nine-month             Nine-month
                                                                    period ended           period ended
                                                                 September 30, 2009     September 30, 2008
                                                                        $’000                  $’000
Profit for the period                                                  243,293                151,337
Other comprehensive income
Exchange differences arising from translation of and net
  investment in foreign operations                                     (35,390)                 9,053
Effective portion of change in fair value of cash flow hedges           12,941                    448
Hedging reserve and net change in fair value of available-for-
  sale investments transferred to income statement                     (52,806)                     -
Change in fair value of available-for-sale investments                  27,646                 (9,903)
Net change in capital reserve of associates                             (6,810)                     -
Others                                                                       -                    (70)
Total comprehensive income                                             188,874                150,865

Total comprehensive income attributable to:
Equity holder of the Company                                           192,334                150,103
Minority interests                                                      (3,460)                   762
Profit for the period                                                  188,874                150,865




                            The accompanying notes form an integral part of these
                              unaudited interim combined financial statements.

                                                      F-6
      Appendix F

                                                                                                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                                                                               Unaudited Interim Combined Statements of Changes in Equity
                                                                                                                                   Nine-month Periods Ended September 30, 2008 and 2009


      Unaudited Interim Combined Statements of Changes in Equity
      Nine-month Periods Ended September 30, 2008 and 2009
                                                                                                                                                             Total
                                                                                                                                                         attributable
                                                                                                                                                          to equity
                                                                                                     Currency                                             holder of
                                                               Share         Capital   Fair value   translation   Hedging       Accumulated     Other         the       Minority     Total
                                                               capital       reserve    reserve       reserve     reserve          profits     reserve    Company       interests   equity
      Nine-month period ended September 30, 2008
                                                               $’000         $’000       $’000        $’000        $’000           $’000        $’000       $’000        $’000       $’000

      At January 1, 2008                                        50,000       11,874     82,093       (25,483)     (10,169)        501,867      71,600      681,782       46,390     728,172
      Total comprehensive income for the period




F-7
      Profit for the period                                              -        -           -               -            -      152,512           -      152,512       (1,175)    151,337
      Other comprehensive income
      Exchange differences arising from translation of and
        net investment in foreign operations                             -        -           -        7,116               -               -        -        7,116        1,937       9,053
      Effective portion of change in fair value of cash flow
        hedges                                                           -        -           -               -      448                   -        -          448            -         448
      Change in fair value of available-for-sale investments             -        -      (9,903)              -        -                   -        -       (9,903)           -      (9,903)
      Others                                                             -      (70)          -               -        -                   -        -          (70)           -         (70)
      Total other comprehensive income                                   -      (70)     (9,903)       7,116         448                -           -       (2,409)       1,937        (472)
      Total comprehensive income for the period                          -      (70)     (9,903)       7,116         448          152,512           -      150,103          762     150,865




                                                                       The accompanying notes form an integral part of these
                                                                         unaudited interim combined financial statements.
      Appendix F

                                                                                                                                         CapitaMalls Asia Limited and its subsidiaries
                                                                                                                          Unaudited Interim Combined Statements of Changes in Equity
                                                                                                                              Nine-month Periods Ended September 30, 2008 and 2009

                                                                                                                                                        Total
                                                                                                                                                    attributable
                                                                                                 Currency                                            to equity
                                                          Share         Capital   Fair value    translation   Hedging   Accumulated     Other        holder of     Minority      Total
                                                          capital       reserve    reserve        reserve     reserve      profits     reserve     the Company     interests    equity
      Nine-month period ended
        September 30, 2008                                $’000          $’000      $’000         $’000        $’000       $’000       $’000          $’000         $’000       $’000

      Transactions with owners, recorded directly in
        equity
      Issue of shares through capitalization of amounts
         due to related corporation                       500,000             -             -             -        -               -   127,828        627,828            -      627,828
      Cost of share-based payments                              -         7,755             -             -        -               -         -          7,755            -        7,755
      Effects of disposal of subsidiaries                       -             -             -             -        -               -         -              -       (1,880)      (1,880)




F-8
      Total transactions with owners                      500,000         7,755             -             -        -               -   127,828        635,583       (1,880)     633,703
      Transfer between reserves                                     -         -     (22,762)              -   22,762               -           -              -          -               -
      At September 30, 2008                               550,000        19,559     49,428       (18,367)     13,041      654,379      199,428       1,467,468      45,272     1,512,740




                                                                        The accompanying notes form an integral part of these
                                                                          unaudited interim combined financial statements.
      Appendix F

                                                                                                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                                                                               Unaudited Interim Combined Statements of Changes in Equity
                                                                                                                                   Nine-month Periods Ended September 30, 2008 and 2009

                                                                                                                                                               Total
                                                                                                                                                           attributable
                                                                                                     Currency                   Accumu-                     to equity
                                                             Share         Capital    Fair value    translation   Hedging         lated        Other        holder of     Minority      Total
                                                             capital       reserve     reserve        reserve     reserve        profits      reserve     the Company     interests    equity
      Nine-month period ended
        September 30, 2009                                   $’000          $’000       $’000         $’000        $’000          $’000       $’000          $’000         $’000       $’000

      At January 1, 2009                                     1,000,000      18,443      24,695         5,432       (6,537)       592,928      201,703       1,836,664      52,080     1,888,744
      Total comprehensive income for the period
      Profit for the period                                            -         -              -             -            -     244,506              -      244,506       (1,213)     243,293
      Other comprehensive income
      Exchange differences arising from translation of and
        net investment in foreign operations                           -         -              -    (33,143)              -              -           -       (33,143)     (2,247)      (35,390)




F-9
      Effective portion of change in fair value of cash
        flow hedges                                                    -         -              -             -    12,941                 -           -       12,941            -       12,941
      Hedging reserve and net change in fair value of
        available-for-sale investments transferred to
        income statement                                               -         -     (37,537)               -   (15,269)                -           -       (52,806)          -       (52,806)
      Change in fair value of available-for-sale
        investments                                                    -         -      27,646                -            -              -           -       27,646            -       27,646
      Share of associate’s net change in capital reserve               -    (6,810)          -                -            -              -           -       (6,810)           -       (6,810)
      Total other comprehensive income                                 -    (6,810)     (9,891)      (33,143)      (2,328)                -           -       (52,172)     (2,247)      (54,419)
      Total comprehensive income for the period                        -    (6,810)     (9,891)      (33,143)      (2,328)       244,506              -      192,334       (3,460)     188,874




                                                                       The accompanying notes form an integral part of these
                                                                         unaudited interim combined financial statements.
       Appendix F

                                                                                                                                    CapitaMalls Asia Limited and its subsidiaries
                                                                                                                     Unaudited Interim Combined Statements of Changes in Equity
                                                                                                                         Nine-month Periods Ended September 30, 2008 and 2009

                                                                                                                                                   Total
                                                                                                                                               attributable
                                                                                              Currency                Accumu-                   to equity
                                                        Share         Capital   Fair value   translation   Hedging      lated      Other        holder of     Minority      Total
                                                        capital       reserve    reserve       reserve     reserve     profits    reserve     the Company     interests    equity
       Nine-month period ended
         September 30, 2009                             $’000          $’000      $’000        $’000        $’000       $’000     $’000          $’000         $’000       $’000
       Transactions with owners, recorded directly in
         equity
       Cost of share-based payments                               -     3,387          -               -        -            -            -         3,387           -         3,387
       Tax exempt dividend paid                                   -         -          -               -        -      (87,083)           -       (87,083)          -       (87,083)
       Total transactions with owners                             -     3,387          -               -        -      (87,083)           -       (83,696)          -       (83,696)




F-10
       At September 30, 2009                            1,000,000      15,020     14,804      (27,711)     (8,865)     750,351    201,703       1,945,302      48,620     1,993,922




                                                                  The accompanying notes form an integral part of these
                                                                    unaudited interim combined financial statements.
Appendix F


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                       Unaudited Interim Combined Statements of Cash Flows
                                                      Nine-month Periods Ended September 30, 2008 and 2009

Unaudited Interim Combined Statements of Cash Flows
Nine-month Periods Ended September 30, 2008 and 2009
                                                                     Nine-month             Nine-month
                                                                     period ended           period ended
                                                           Note   September 30, 2009     September 30, 2008
                                                                         $’000                  $’000
Operating activities
Profit before income tax                                                254,316                174,055
Adjustments for:
Depreciation of plant and equipment                                       4,560                  3,389
Write off/loss on disposal of plant and equipment                            92                      6
Amortization of club membership/intangible                                    -                     14
Gain on disposal/dilution of subsidiaries and associates                      -                   (135)
Gain on disposal of available-for-sale investments                      (52,806)                     -
Share of results of associates and jointly-controlled
   entities                                                            (311,731)              (147,005)
Realization of deferred income                                                -                (18,618)
Fair value loss/(gain) on investment properties              16         117,796                (40,117)
Management fee received in units                                        (13,506)               (14,596)
Share based payment expenses                                              4,398                  7,880
Dividend income                                                          (3,674)                (4,574)
Interest income                                                         (16,819)                (9,289)
Interest expense                                                         92,144                118,943
                                                                         74,770                 69,953
Changes in working capital:
Trade and other receivables                                             (12,731)                (34,727)
Trade and other payables (including security deposits)                   31,773                  20,422
Cash generated from operations                                           93,812                  55,648
Income tax paid                                                         (14,132)                (11,161)
Cash flows from operating activities                                     79,680                  44,487




                            The accompanying notes form an integral part of these
                              unaudited interim combined financial statements.

                                                      F-11
Appendix F


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                        Unaudited Interim Combined Statements of Cash Flows
                                                       Nine-month Periods Ended September 30, 2008 and 2009

                                                                      Nine-month             Nine-month
                                                                      period ended           period ended
                                                           Note    September 30, 2009     September 30, 2008
                                                                          $’000                  $’000
Investing activities
Investment in associates and jointly-controlled entities                (377,461)               (372,935)
Additions to investment properties and properties
   under development                                                     (59,070)               (257,815)
Proceeds from disposal of available-for-sale
   investments                                                           140,640                       -
Purchase of plant and equipment                                           (3,914)                 (4,273)
Interest received                                                          3,006                     263
Dividend received from investee company                                    8,948                   9,170
Dividend received from associates                                         67,501                  48,277
Advances to associates and jointly-controlled entities                  (159,863)               (120,662)
Proceeds from disposal of subsidiaries                        18               -                  12,324
Cash flows from investing activities                                    (380,213)               (685,651)

Financing activities
(Repayment to)/Proceeds from minority interests                          (24,170)                 38,619
Proceeds from related corporations                                       518,007                 479,423
Proceeds from bank loans                                                 391,573                   3,108
Repayment of bank loans                                                   (4,048)                      -
Proceeds from issue of debt securities                                         -                 103,600
Repayment of debt securities                                            (103,810)                      -
Deposits pledged                                                            (607)                  7,321
Interest paid                                                            (92,848)               (109,725)
Dividends paid                                                            (3,706)                      -
Cash flows from financing activities                                     680,391                 522,346

Net increase/(decrease) in cash and cash equivalents                     379,858                (118,818)
Effect of exchange rate changes on cash balances held
  in foreign currencies                                                   (4,125)                 (2,124)
Cash and cash equivalents at beginning of period                         147,477                 133,096
Cash and cash equivalents at end of period                    9          523,210                  12,154

Significant non-cash transaction

During the period ended September 30, 2008, the Company increased its share capital by $500 million through the
capitalization of a loan from a related corporation of the same amount.




                             The accompanying notes form an integral part of these
                               unaudited interim combined financial statements.

                                                       F-12
Appendix F


                                                               CapitaMalls Asia Limited and its subsidiaries
                                               Notes to the Unaudited Interim Combined Financial Statements
                                                     Nine-month Periods Ended September 30, 2008 and 2009


         Notes to the unaudited interim combined financial statements
        These notes form an integral part of the unaudited interim combined financial statements.

1       Summary of significant accounting policies
1.1     Basis of preparation
        The unaudited interim combined financial statements of CapitaMalls Asia Limited (the “Company”) and
        its subsidiaries (collectively, the “Group”) have been prepared on a condensed basis in accordance with
        the Singapore Financial Reporting Standards 34 Interim Financial Reporting.
        The unaudited interim combined financial statements, which do not include all of the information
        required for full annual financial statements, should be read in conjunction with the last issued combined
        financial statements of the Group as at and for the year ended December 31, 2008, which is included in
        the Prospectus of the Company.
        Except as described below, the accounting policies applied by the Group in these condensed combined
        interim financial statements are the same as those applied by the Group in its combined financial
        statements as at and for the year ended December 31, 2008.

        Adoption of amendments made to FRS 40 Investment Property

        Arising from the amendments made to FRS 40 Investment Property, effective for annual periods
        beginning on or after January 1, 2009, property that is being constructed or developed for future use
        as investment property will also meet the definition of an investment property. As the Group has adopted
        the fair value model to measure its investment properties, properties in the course of development will
        accordingly be fair valued with effect from January 1, 2009, and any change therein recognized in the
        income statements.
        Prior to January 1, 2009, properties under development are carried at cost less accumulated impairment
        losses until construction or development is completed, at which time they are transferred and accounted
        for as investment properties.
        The effect of the adoption of this amendment is a recognition of fair value loss on revaluation of property
        under development amounting to $109.0 million and a loss of $11.9 million on the share of results of
        associates for the period ended September 30, 2009.

        Determination and presentation of operating segments

        As of January 1, 2009, the Group determines and presents operating segments based on the information
        that internally is provided to the Chief Executive Officer (CEO), who is the Group’s chief operating
        decision maker. This change in accounting policy is due to the adoption of FRS 108 Operating Segments.
        Previously operating segments were determined and presented in accordance with FRS 14 Segment
        Reporting. The new accounting policy in respect of operating segment disclosures had no significant
        effect on comparative segment information. Since the change in accounting policy only impacts
        presentation and disclosure aspects, there is no impact on earnings per share.

        Presentation of financial statements

        The Group applies revised FRS 1 Presentation of Financial Statements (2008), which became effective
        as of January 1, 2009. As a result, the Group presents in the combined statement of changes in equity all
        owner changes in equity, whereas all non-owner changes in equity are presented in the combined
        statements of comprehensive income.

                                                     F-13
Appendix F


                                                               CapitaMalls Asia Limited and its subsidiaries
                                               Notes to the Unaudited Interim Combined Financial Statements
                                                     Nine-month Periods Ended September 30, 2008 and 2009

        Comparative information has been re-presented so that it also is in conformity with the revised standard.
        Since the change in accounting policy only impacts presentation aspects, there is no impact on earnings
        per share.

2       Seasonal operations
        The Group’s businesses are not affected significantly by seasonal or cyclical factors during the financial
        period.

3       Investment properties
                                                                   September 30, 2009       December 31, 2008
                                                                         $’000                   $’000

        At January 1,                                                    1,390,146                1,047,321
        Additions                                                           15,956                  274,065
        Changes in fair value                                               (8,811)                  50,196
        Translation differences                                            (30,071)                  18,564
        At September 30,/ December 31,                                   1,367,220                1,390,146

        Fair values of the investment properties were based on independent professional valuations carried out by
        the following valuers on the dates stated below:
                                                                   September 30, 2009       December 31, 2008

        Colliers International Consultancy & Valuation                 June 1, 2009          December 1, 2008
          (Singapore) Pte Ltd
        DTZ Debenham Tie Leung                                         June 1, 2009          December 1, 2008
        PPC International Sdn Bhd                                      June 1, 2009          December 1, 2008
        Colliers, Jordan Lee & Jaafar Sdn Bhd                          June 1, 2009          December 1, 2008

4       Properties under development
                                                                   September 30, 2009       December 31, 2008
                                                                         $’000                   $’000

        At January 1,                                                     171,250                  160,192
        Additions                                                          46,749                   11,058
        Changes in fair value                                            (108,985)                       -
        At September 30,/ December 31,                                    109,014                  171,250

        Fair values as at September 30, 2009 were based on independent professional valuations carried out by
        CB Richard Ellis (Pte) Ltd on June 1, 2009.




                                                     F-14
Appendix F


                                                               CapitaMalls Asia Limited and its subsidiaries
                                               Notes to the Unaudited Interim Combined Financial Statements
                                                     Nine-month Periods Ended September 30, 2008 and 2009
5       Associates
                                                                  September 30, 2009          December 31, 2008
                                                                        $’000                      $’000

        (a)   Interests in associates                                     3,049,129               2,836,406

        (b) Details of the associates are as follows:-

                                                              Country of
                                                            incorporation
                                                             and place of             Effective interest
        Name of associates          Principal activities       business              held by the Group
                                                                               September 30, December 31,
                                                                                   2009               2008
                                                                                    %                  %
        Bugis City Holdings         Investment holding        Singapore               49.50           49.50
          Pte Ltd
        CapitaMall Trust                 Property             Singapore               29.83           29.59
                                        investment
        CapitaRetail Japan          Investment holding        Singapore               26.29           26.29
          Fund Private Limited
        CapitaLand (RCS)                 Property             Singapore               40.00           40.00
          Property                      management
          Management Pte.
          Ltd.
        CapitaRetail China               Property             Singapore               26.98           26.56
          Trust                         investment
        CapitaRetail China               Property             Singapore               45.00           45.00
          Development Fund              investment
        CapitaRetail China               Property             Singapore               45.00           45.00
          Development Fund II           investment
        CapitaRetail China               Property             Singapore               30.00           30.00
          Incubator Fund                investment
        CapitaRetail India               Property             Singapore               45.45           45.45
          Development Fund              investment
        Horizon Realty Fund,        Investment holding        Mauritius               21.43           21.43
          LLC




                                                     F-15
Appendix F


                                                               CapitaMalls Asia Limited and its subsidiaries
                                               Notes to the Unaudited Interim Combined Financial Statements
                                                     Nine-month Periods Ended September 30, 2008 and 2009
6       Jointly-controlled entities
                                                                    September 30, 2009     December 31, 2008
                                                                          $’000                 $’000

        (a)   Cost of investment in jointly-controlled entities                 845                 105
              Share of reserves of jointly-controlled entities              343,565             (28,500)
              Loan to a jointly-controlled entity                           270,000             270,000
                                                                            614,410             241,605
        (b) Details of the jointly-controlled entities are as follows:

                                                           Country of
                                                         incorporation
        Name of jointly-                                  and place of                 Effective interest
        controlled entities    Principal activities         business                  held by the Group
                                                                                September 30, December 31,
                                                                                    2009               2008
                                                                                     %                  %

        CapitaLand                  Property                 The People’s             50             50
          Hualian                 management                 Republic of
          Management &           and consulting                 China
          Consulting                services
          (Beijing) Co.,
          Ltd
        CapitaRetail               Property                     India                 50             50
          Prestige Mall           management
          Management
          Private Limited
        Orchard Turn           Investment holding             Singapore               50             50
          Holding Pte Ltd

7       Investment securities available-for-sale

                                                                    September 30, 2009     December 31, 2008
                                                                          $’000                 $’000

        Quoted equity securities, at fair value                                   -             113,071
        Unquoted securities, at fair value                                  142,632             142,556
                                                                            142,632             255,627




                                                      F-16
Appendix F


                                                             CapitaMalls Asia Limited and its subsidiaries
                                             Notes to the Unaudited Interim Combined Financial Statements
                                                   Nine-month Periods Ended September 30, 2008 and 2009
8       Trade and other receivables

                                                               September 30, 2009     December 31, 2008
                                                                     $’000                 $’000

        Trade receivables                                             29,532                 30,171
        Allowance for doubtful receivables                              (802)                (1,128)
                                                                      28,730                 29,043
        Amounts due from related parties                             499,581                393,527
        Allowance for doubtful related party receivables              (9,270)               (11,447)
                                                                     519,041                411,123
        Deposits, prepayments and other receivables                   13,210                 13,952
                                                                     532,251                425,075


9       Cash and cash equivalents

                                                               September 30, 2009     December 31, 2008
                                                                     $’000                 $’000

        Fixed deposits with financial institutions                   224,024                 45,574
        Cash at banks                                                300,114                102,224
        Cash and cash equivalents                                    524,138                147,798
        Deposits pledged                                                (928)                  (321)
        Cash and cash equivalents in the cash flow statement         523,210                147,477


10      Share capital

                                                               September 30, 2009     December 31, 2008
                                                                  No. of shares         No. of shares
                                                                      ’000                  ’000
        Fully paid ordinary shares, with no par value:
        At January 1,                                               1,000,000                 50,000
        Issue of shares                                                     -                950,000
        At September 30,/December 31,                               1,000,000              1,000,000


11      Reserves

                                                               September 30, 2009     December 31, 2008
                                                                     $’000                 $’000

        Capital reserve                                               15,020                 18,443
        Fair value reserve                                            14,804                 24,695
        Currency translation reserve                                 (27,711)                 5,432
        Hedging reserve                                               (8,865)                (6,537)
        Accumulated profits                                          750,351                592,928
        Other reserve                                                201,703                201,703
                                                                     945,302                836,664

                                                  F-17
Appendix F


                                                               CapitaMalls Asia Limited and its subsidiaries
                                               Notes to the Unaudited Interim Combined Financial Statements
                                                     Nine-month Periods Ended September 30, 2008 and 2009
12      Financial liabilities

                                                                 September 30, 2009     December 31, 2008
                                                                       $’000                 $’000

        Non-current liabilities

        Secured bank loans                                              439,033                 60,623
        Secured notes                                                    61,000                 62,139
        Loans from related corporation                                1,847,175              1,525,390
        Others                                                                -                      5
                                                                      2,347,208              1,648,157

        Current liabilities

        Secured bank loans                                               10,400                  4,575
        Secured notes                                                         -                103,810
        Loans from related corporation                                1,386,582              1,231,455
        Loan from immediate holding company                              59,000                 12,000
        Others                                                                8                     10
                                                                      1,455,990              1,351,850
        Total financial liabilities                                   3,803,198              3,000,007


13      Trade and other payables

                                                                 September 30, 2009     December 31, 2008
                                                                       $’000                 $’000

        Trade payables                                                  25,292                 17,279
        Accruals                                                        26,289                 44,688
        Advance payments received                                        2,194                  1,358
        Rental, contract and tender deposits                            13,577                 11,249
        Other payables                                                  16,514                 12,158
        Liability for employee benefits                                  8,955                 13,597
        Amounts due to related parties                                 376,823                405,014
                                                                       469,644                505,343


14      Revenue
                                                                   Nine-month              Nine-month
                                                                   period ended            period ended
                                                                September 30, 2009      September 30, 2008
                                                                       $’000                   $’000

        Rental and related income                                      92,954                  74,964
        Management and other fees                                     113,374                 121,368
                                                                      206,328                 196,332




                                                    F-18
Appendix F


                                                              CapitaMalls Asia Limited and its subsidiaries
                                              Notes to the Unaudited Interim Combined Financial Statements
                                                    Nine-month Periods Ended September 30, 2008 and 2009
15      Finance costs
                                                                   Nine-month             Nine-month
                                                                   period ended           period ended
                                                                September 30, 2009     September 30, 2008
                                                                       $’000                  $’000
        Interest paid and payable to:
        - Immediate holding company                                      436                       -
        - Related corporations                                        76,310                 101,527
        - Minority interests                                           2,874                   3,380
        - Bank loans and others                                       18,000                  18,247
        Total borrowing costs                                         97,620                 123,154
        Less: Borrowing costs capitalized in properties under
           development                                                (5,476)                 (4,211)
                                                                      92,144                 118,943


16      Profit before taxation
        Profit before taxation includes the following items:
                                                                   Nine-month             Nine-month
                                                                   period ended           period ended
                                                                September 30, 2009     September 30, 2008
                                                                       $’000                  $’000

        Gain on disposal of available-for-sale investments           (52,806)                      -
        Interest income                                              (16,819)                 (9,289)
        Foreign exchange loss/(gain)                                   4,940                 (14,628)
        Realization of deferred income                                     -                 (18,618)
        Wages and salaries                                            40,141                  46,662
        Contributions to defined contribution plans included
           in wages and salaries                                       2,622                   3,313
        Share-based expenses                                           4,398                   7,880


17      Income tax expense
                                                                   Nine-month             Nine-month
                                                                   period ended           period ended
                                                                September 30, 2009     September 30, 2008
                                                                       $’000                  $’000

        Current tax
        - Current year                                                13,480                 11,423
        - (Over)/underprovision in respect of prior years             (3,947)                   180
                                                                       9,533                 11,603
        Deferred tax
        - Origination and reversal of temporary differences            1,490                 11,115
                                                                       1,490                 11,115
                                                                      11,023                 22,718




                                                   F-19
Appendix F


                                                              CapitaMalls Asia Limited and its subsidiaries
                                              Notes to the Unaudited Interim Combined Financial Statements
                                                    Nine-month Periods Ended September 30, 2008 and 2009
        Reconciliation of expected to actual income taxes
                                                                     Nine-month            Nine-month
                                                                     period ended          period ended
                                                                  September 30, 2009    September 30, 2008
                                                                         $’000                 $’000
        Profit before taxation                                         254,316                   174,055
        Less: Share of results of associates and jointly-
          controlled entities                                          (311,731)                 (147,005)
        (Loss)/Profit before share of results of associates and
          jointly-controlled entities and taxation                      (57,415)                  27,050
        Income tax using Singapore tax rate of 17% (2008:
          18%)                                                           (9,761)                   4,869
        Non-deductible expenses                                          29,671                    6,265
        Net income not subject to tax                                   (13,832)                  (6,082)
        Deferred tax assets not recognized                                  786                    4,951
        Tax losses not available for carry-forward                        6,968                    9,069
        Foreign income taxed at different rates                           1,105                    3,394
        (Over)/underprovision in respect of prior years                  (3,947)                     180
        Others                                                               33                       72
                                                                         11,023                   22,718


18      Notes to the consolidated statement of cash flows
  (i)   In 2008, the Group disposed the following subsidiaries to an associate, CapitaRetail India
        Development Fund, for a total consideration of $15.3 million.
                                                                                      Date           Percentage
                                                                                    disposed          disposed
                                                                                                        (%)

        Flicker Projects Private Limited                                           February 08           70
        CapitaRetail India Development Fund Investments (Mauritius) Limited        February 08          100
           (formerly Isha Investments (Mauritius) Limited)
        CapitaRetail Udaipur Mall (Mauritius) Limited (formerly Sun Amber          February 08          100
           Limited)
        Sky Amber Limited                                                          February 08          100
        CapitaRetail Nagpur Mall (Mauritius) Limited (formerly Sea Amber           February 08          100
           Limited)
        Earth Amber Limited                                                        February 08          100
        CapitaRetail Jalandhar Mall (Mauritius) Limited (formerly Fire Amber       February 08          100
           Limited)
        Moon Amber Limited                                                         February 08          100
        CapitaRetail Khanna Mall (Mauritius) Limited (formerly Star Amber          February 08          100
           Limited)
        CapitaRetail Whitefield Mall (Mauritius) Limited (formerly Pinnacle        February 08          100
           One Limited)
        CapitaRetail Mangalore Mall (Mauritius) Limited (formerly Pinnacle         February 08          100
           Two Limited)
        CapitaRetail Mysore Mall (Mauritius) Limited (formerly Pinnacle            February 08          100
           Three Limited)



                                                    F-20
Appendix F


                                                              CapitaMalls Asia Limited and its subsidiaries
                                              Notes to the Unaudited Interim Combined Financial Statements
                                                    Nine-month Periods Ended September 30, 2008 and 2009
                                                                                     Date          Percentage
                                                                                   disposed         disposed
                                                                                                      (%)

         CapitaRetail Hyderabad Mall (Mauritius) Limited (formerly Pinnacle       February 08         100
           Four Limited)
         CapitaRetail Bangalore Forum Value Mall (Mauritius) Limited              February 08         100
           (formerly Pinnacle Five Limited)
         CapitaRetail Cochin Mall (Mauritius) Limited (formerly Pinnacle Six      February 08         100
           Limited)
         Pinnacle Seven Limited                                                   February 08         100
         The disposed subsidiaries previously contributed net losses of $60,000 from January 1, 2008 to the
         respective dates of disposal.

  (ii)   The cash flow and the net assets of subsidiaries disposed in 2008 are provided below:
                                                                                                      2008
                                                                                                     $’000
         Plant and equipment                                                                            135
         Property under development                                                                  20,625
         Current assets                                                                               4,873
         Current liabilities                                                                         (1,388)
         Minority interests                                                                          (1,880)
         Equity interest retained as associates                                                      (7,328)
         Net assets disposed                                                                         15,037
         Realization of reserves                                                                        (31)
         Deferred income                                                                                153
         Gain on disposal of subsidiaries                                                               135
         Sale consideration                                                                          15,294
         Cash of subsidiaries disposed                                                               (2,970)
         Cash inflow on disposal of subsidiaries                                                     12,324


19       Commitments
                                                                 September 30, 2009      December 31, 2008
                                                                       $’000                  $’000

         Commitments in respect of:
         - Capital expenditure contracted but not provided for
           in the financial statements                                   9,778                    27,680
         - Development expenditure contracted but not
           provided for in the financial statements                    215,647                   256,475
         - Capital contribution/acquisition of associates,
           jointly-controlled entities and investee companies          388,104                   413,875
                                                                       613,529                   698,030




                                                   F-21
Appendix F


                                                                        CapitaMalls Asia Limited and its subsidiaries
                                                        Notes to the Unaudited Interim Combined Financial Statements
                                                              Nine-month Periods Ended September 30, 2008 and 2009
20      Earnings per share
                                                                                  Nine-month                      Nine-month
                                                                                  period ended                    period ended
                                                                               September 30, 2009              September 30, 2008
                                                                                      $’000                           $’000
        Profit attributable to ordinary shareholders                                    244,506                         152,512

                                                                                Number of shares                 Number of shares
                                                                                     2009                             2008
                                                                                    (’000)                           (’000)

        Issued ordinary shares at January 1,                                          1,000,000                          50,000
        Issue of ordinary shares during the year                                              -                          40,146
        Issue of ordinary shares for the transfer of entities
           under common control*                                                         191,330                        162,179
        Weighted average number of shares at
           September 30,                                                              1,191,330                         252,325
        * Based on the number of shares issued on capitalization of loans applying the conversion price of $1.25 per share, as disclosed in
          Note 23 Subsequent events.

        For purposes of preparing the interim financial statements, the weighted average number of shares as at
        September 30, 2008 and 2009 includes the estimated shares issued to effect the transfer of interests in
        common control entities pursuant to the Corporate Reorganization on the basis that the transfers had
        taken effect as of January 1, 2006 or the dates of incorporation, if later, of common control entities.




                                                               F-22
       Appendix F


                                                                                         CapitaMalls Asia Limited and its subsidiaries
                                                                         Notes to the Unaudited Interim Combined Financial Statements
                                                                               Nine-month Periods Ended September 30, 2008 and 2009

       21      Operating segments
               (a) Operating segments

                                                            Management       Investment
                                                             business         business       Others      Elimination       Total
               Nine-month period ended September 30, 2008     $’000             $’000        $’000          $’000          $’000

               External revenue                                119,369           74,964        1,999             -         196,332
               Inter-segment revenue                            67,868                -            -       (67,868)              -
               Total external revenue                          187,237           74,964        1,999       (67,868)        196,332

               Segment results




F-23
               Company and subsidiaries                         55,200           87,803        4,775              -         147,778
               Associates                                            -          150,157            -              -         150,157
               Jointly-controlled entities                      (1,295)          (1,857)           -              -          (3,152)
                                                                53,905          236,103        4,775              -         294,783
               Unallocated income                                                                                                22
               Unallocated expenses                                                                                          (1,807)
               Finance costs                                                                                               (118,943)
               Income tax expense                                                                                           (22,718)
               Profit for the period                                                                                        151,337

               Total assets as at September 30, 2008           419,264        4,732,520      357,086              -       5,508,870
       Appendix F


                                                                                         CapitaMalls Asia Limited and its subsidiaries
                                                                         Notes to the Unaudited Interim Combined Financial Statements
                                                                               Nine-month Periods Ended September 30, 2008 and 2009

                                                            Management       Investment
                                                             business         business       Others      Elimination       Total
               Nine-month period ended September 30, 2009     $’000             $’000        $’000          $’000          $’000

               External revenue                                111,187           92,954        2,187             -         206,328
               Inter-segment revenue                            57,615                -            -       (57,615)              -
               Total external revenue                          168,802           92,954        2,187       (57,615)        206,328

               Segment results
               Company and subsidiaries                         42,763          (63,519)      56,649              -         35,893
               Associates                                            -          (53,939)           -              -        (53,939)
               Jointly-controlled entities                      (1,698)         367,367            -              -        365,669




F-24
                                                                41,065          249,909       56,649              -        347,623
               Unallocated income                                                                                              785
               Unallocated expenses                                                                                         (1,948)
               Finance costs                                                                                               (92,144)
               Income tax expense                                                                                          (11,023)
               Profit for the period                                                                                       243,293

               Total assets as at September 30, 2009           274,376        5,709,373      371,612              -       6,355,361
       Appendix F


                                                                                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                                                              Notes to the Unaudited Interim Combined Financial Statements
                                                                                                                    Nine-month Periods Ended September 30, 2008 and 2009

               (b) Geographical information

                                                                              Singapore          China          Japan         Malaysia          India         Total
                                                                                $’000            $’000          $’000          $’000            $’000         $’000

               Nine-month period ended September 30, 2008

               External revenue                                                  92,412           58,516          2,701          40,774          1,929        196,332

               As at September 30, 2008

               Non-current assets                                             2,015,466        1,770,031        141,600         812,767        131,779      4,871,643




F-25
               Total assets                                                   2,177,042        2,174,938        156,322         866,013        134,555      5,508,870

               Nine-month period ended September 30, 2009

               External revenue                                                  84,412           59,722          1,727          58,110          2,357        206,328

               As at September 30, 2009

               Non-current assets                                             2,640,883        1,575,770        130,589         819,613        132,117      5,298,972

               Total assets                                                   2,853,209        2,197,663        143,476       1,027,304        133,709      6,355,361




               There have been no changes to the basis of segmentation of the measurement basis for the segment profit of loss since December 31, 2008.
Appendix F


                                                              CapitaMalls Asia Limited and its subsidiaries
                                              Notes to the Unaudited Interim Combined Financial Statements
                                                    Nine-month Periods Ended September 30, 2008 and 2009



22      Significant related party transactions

        Remuneration of key management personnel
        Key management personnel of the Company are those persons having the authority and responsibility for
        planning, directing and controlling the activities of the Company. The directors and certain senior
        employees of the Company are considered key management personnel of the Company.
        The key management personnel compensations included as part of staff costs are as follows:
                                                                Nine-month                 Nine-month
                                                                period ended               period ended
                                                             September 30, 2009         September 30, 2008
                                                                    $’000                      $’000
        Salaries, bonuses, contributions to defined
          contribution plans and other benefits                       975                       1,091

        In addition to the related party information disclosed elsewhere in the financial statements, there were
        significant related party transactions which were carried out in the normal course of business on terms
        agreed between the parties during the financial period as follows:
                                                                Nine-month                 Nine-month
                                                                period ended               period ended
                                                             September 30, 2009         September 30, 2008
                                                                    $’000                      $’000
        Immediate holding
          company
        Management fee expense                                     (9,373)                     (10,612)

        Related company
        Management fee expense                                     (3,807)                     (13,467)

        Associates and jointly-
          controlled entities
        Management fee expense                                    (38,806)                     (33,250)
        Project management fee
          expense                                                  (4,767)                      (4,134)


23      Subsequent events
        On October 2, 2009, the Group received a conditional eligibility to list its shares from the Singapore
        Exchange Securities Trading Limited. Consequent to the listing and initial public offering of the
        Company, a directors’ resolution was passed to approve the capitalization of the related party borrowings
        of $3,353 million through the issue of the Company’s ordinary shares.
        On November 16, 2009, pursuant to the above capitalization of related party borrowings, the Company
        issued 2,884 million ordinary shares at a conversion price of $1.25 per share.




                                                      F-26
Appendix G




                      CapitaMalls Asia Limited
                (formerly known as CapitaLand Retail Limited)
                           and its subsidiaries
                     Unaudited Pro Forma Financial Statements
             For the Nine-month Period Ended September 30, 2009 and
                        the Year Ended December 31, 2008




                                      G-1
Appendix G


                            KPMG LLP                                                    Telephone +65 6213 3388
                            16 Raffles Quay #22-00                                      Fax       +65 6225 0984
                            Hong Leong Building                                         Internet   kpmg.com.sg
                            Singapore 048581




The Board of Directors
CapitaMalls Asia Limited
(formerly known as CapitaLand Retail Limited)
39 Robinson Road
#18-01 Robinson Point
Singapore 068911


Dear Sirs
Report on the unaudited pro forma financial statements for the nine-month period ended September 30, 2009
and the year ended December 31, 2008



We report on the unaudited pro forma financial statements set out on pages G-4 to G-33 of the prospectus (the
“Prospectus”) to be issued in connection with the public offering of the shares of CapitaMalls Asia Limited
(formerly known as CapitaLand Retail Limited) (the “Company”). The unaudited pro forma financial statements of
CapitaMalls Asia Limited and its subsidiaries (the “Group”) have been prepared for illustrative purposes only and
are based on certain assumptions, after making certain adjustments, to show what:
(a) the financial position of the Group as at December 31, 2008 and as at September 30, 2009 would have been if
    the change in capital structure as of the date of lodgement of Prospectus had occurred on December 31, 2008
    and September 30, 2009 respectively; and
(b) the financial results, changes in equity and the cash flows of the Group for the year ended December 31, 2008
    and for the nine-month period ended September 30, 2009 would have been if the change in capital structure as
    of the date of lodgement of Prospectus had occurred on January 1, 2008.
The unaudited pro forma financial statements, because of their nature, may not give a true picture of the actual
financial position, financial results, changes in equity, and cash flows of the Group. The unaudited pro forma
financial statements are the responsibility of the management of the Company. Our responsibility is to express an
opinion on the unaudited pro forma financial statements based on our work.
Our procedures on the unaudited pro forma financial statements have not been carried out in accordance with
attestation standards and practices generally accepted in the United States of America or other jurisdictions, other
than in Singapore, and accordingly, should not be relied upon as if they had been carried out in accordance with
those standards.




                                                        G-2
Appendix G


                                                                                      CapitaMalls Asia Limited
                                                           Report on Unaudited Pro Forma Financial Statements
                                                           for the Nine-month Period Ended September 30, 2009
                                                                         and the Year Ended December 31, 2008
We carried out procedures in accordance with Singapore Statement of Auditing Practice (SAP) 24 Auditors and
Public Offering Documents. Our work, which involved no independent examination of the unaudited pro forma
financial statements, consisted primarily of comparing the unaudited pro forma financial statements to the financial
statements of the entities of the Group, considering the evidence supporting the adjustments and discussing the
unaudited pro forma financial statements with the directors of the Company.
In our opinion:
(a)    the unaudited pro forma financial statements have been properly prepared:
       (i)     from the relevant financial statements making up the Group which were prepared in accordance with
               Singapore Financial Reporting Standards;
       (ii)    in a manner consistent with the format of the financial statements and the accounting policies of the
               Group; and
       (iii)   on the bases as set out in Note 1 to the unaudited pro forma financial statements.
(b)    each material adjustment made to the information used in the preparation of the unaudited pro forma
       financial statements is appropriate for the purpose of preparing such financial information.
This report has been prepared for inclusion in the Prospectus of the Company in connection with the initial public
offering of the shares of the Company.




KPMG LLP
Public Accountants and
Certified Public Accountants
Singapore

Leong Kok Keong
Partner-in-charge

November 2, 2009, except for Earnings per share — basic and diluted in the Unaudited Pro Forma Income
Statements and Note 8 Earnings per share, as to which the date is November 17, 2009.




                                                        G-3
Appendix G


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                     Unaudited Pro Forma Financial Statements
                                                               Nine-month Period Ended September 30, 2009 and
                                                                                Year Ended December 31, 2008


Unaudited Pro Forma Balance Sheets
As of September 30, 2009 and December 31, 2008
                                                                                  Group
                                                        Note     September 30, 2009   December 31, 2008
                                                                       $’000               $’000
Non-current assets
Plant and equipment                                                       15,389                  16,574
Investment properties                                                  1,367,220               1,390,146
Properties under development                                             109,014                 171,250
Associates                                                             3,049,129               2,836,406
Jointly-controlled entities                                              614,410                 241,605
Investment securities available-for-sale                                 142,632                 255,627
Deferred tax assets                                                          203                     203
Other assets                                                                 975                   1,338
                                                                       5,298,972               4,913,149

Current assets
Trade and other receivables                                              448,762                 341,586
Cash and cash equivalents                                                580,138                 795,766
                                                                       1,028,900               1,137,352
Total assets                                                           6,327,872               6,050,501

Equity attributable to equity holder
  of the Company
Share capital                                            3             4,592,259               4,592,259
Reserves                                                                 706,139                 597,501
                                                                       5,298,398               5,189,760
Minority interests                                                        48,620                  52,080
Total equity                                                           5,347,018               5,241,840

Non-current liabilities
Financial liabilities                                    4               500,033                 122,767
Deferred tax liabilities                                                  25,969                  25,054
Other non-current liabilities                                             22,341                  26,251
                                                                         548,343                 174,072

Current liabilities
Trade and other payables                                 5               381,816                 485,571
Financial liabilities                                    4                10,408                 108,395
Current tax payable                                                       40,287                  40,623
                                                                         432,511                 634,589
Total liabilities                                                        980,854                 808,661
Total equity and liabilities                                           6,327,872               6,050,501




                                The accompanying notes form an integral part of these
                                      unaudited pro forma financial statements.

                                                        G-4
Appendix G


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                  Unaudited Pro Forma Financial Statements
                                                            Nine-month Period Ended September 30, 2009 and
                                                                             Year Ended December 31, 2008
Unaudited Pro Forma Income Statements
Nine-month Period Ended September 30, 2009 and Year Ended December 31, 2008
                                                                               Group
                                                                 Nine-month
                                                                 period ended         Year ended
                                                     Note     September 30, 2009   December 31, 2008
                                                                     $’000              $’000
Revenue                                                                206,328                 273,776
Cost of sales                                                          (70,707)                (89,308)
Gross profit                                                           135,621                 184,468
Other operating income
- Net fair value gain on investment properties                               -                  50,196
- Others                                                                68,738                  61,050
Administrative expenses                                                (52,916)               (102,647)
Other operating expenses
- Net fair value loss on investment properties                        (117,796)                      -
- Others                                                                (5,570)                   (982)
Finance costs                                         6                (15,398)                (23,404)
Share of results (net of tax) of:
- Associates                                                           (53,938)                151,310
- Jointly-controlled entities                                          365,669                  (2,998)
Profit before taxation                                                 324,410                 316,993
Income tax expense                                    7                (19,534)                (40,687)
Profit for the period/year                                             304,876                 276,306

Attributable to:
Equity holder of the Company                                           306,089                 273,803
Minority interests                                                      (1,213)                  2,503
Profit for the period/year                                             304,876                 276,306

Earnings per share (cents)
- Basic and diluted                                   8                      8                       9




                             The accompanying notes form an integral part of these
                                   unaudited pro forma financial statements.

                                                     G-5
Appendix G


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                  Unaudited Pro Forma Financial Statements
                                                            Nine-month Period Ended September 30, 2009 and
                                                                             Year Ended December 31, 2008
Unaudited Pro Forma Statements of Comprehensive Income
Nine-month Period Ended September 30, 2009 and Year Ended December 31, 2008
                                                                               Group
                                                                 Nine-month
                                                                 period ended         Year ended
                                                              September 30, 2009   December 31, 2008
                                                                     $’000              $’000

Profit for the period/year                                             304,876                 276,306

Other comprehensive income
Exchange differences arising from translation of
  and net investment in foreign operations                              (1,519)                103,197
Effective portion of change in fair value of cash
  flow hedges                                                           12,941                 (13,604)
Hedging reserve and net change in fair value of
  available-for-sale investments transferred to
  income statement                                                     (52,806)                (14,461)
Change in fair value of available-for-sale
  investments                                                           27,646                 (25,701)
Net change in capital reserve of associates                             (6,810)                      -
Others                                                                       -                     (72)
Total comprehensive income for the
  period/year                                                          284,328                 325,665

Total comprehensive income attributable to:
Equity holder of the Company                                           287,788                 318,095
Minority interests                                                      (3,460)                  7,570
Total comprehensive income for the
  period/year                                                          284,328                 325,665




                             The accompanying notes form an integral part of these
                                   unaudited pro forma financial statements.

                                                     G-6
      Appendix G


                                                                                                                                                    CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                                      Unaudited Pro Forma Financial Statements
                                                                                                                                                Nine-month Period Ended September 30, 2009 and
                                                                                                                                                                 Year Ended December 31, 2008
      Unaudited Pro forma Statement of Changes in Equity
      Year Ended December 31, 2008
                                                                                                                                                                 Equity
                                                                                                                                                              attributable
                                                                                                     Currency                                                  to equity
                                                                 Share     Capital    Fair value    translation    Hedging      Accumulated         Other      holder of     Minority     Total
                                                                 capital   reserve     reserve        reserve      reserve         profits         reserve   the Company     interests   equity
      Group                                                       $’000     $’000       $’000          $’000        $’000          $’000            $’000         $’000        $’000     $’000

      At January 1, 2008                                         50,000    11,874       82,093        (25,483)      (10,169)          501,867      71,600       681,782       46,390     728,172

      Profit for the year                                              -        -             -              -             -          273,803           -       273,803        2,503     276,306

      Other comprehensive income




G-7
      Exchange differences arising from translation of and net
        investment in foreign operations                               -        -             -        98,130              -                -           -        98,130        5,067     103,197
      Effective portion of change in fair value
        of cash flow hedges                                            -        -             -              -      (13,604)                -           -      (13,604)            -     (13,604)
      Hedging reserve and net change in fair value of
        available-for-sale investments transferred to income
        statement                                                      -        -       (8,935)              -       (5,526)                -           -      (14,461)            -     (14,461)
      Change in fair value of available-for-sale investments           -        -      (25,701)              -             -                -           -      (25,701)            -     (25,701)
      Others                                                           -     (72)             -              -             -                -           -          (72)            -         (72)
      Total other comprehensive income                                 -     (72)      (34,636)        98,130       (19,130)                -           -        44,292        5,067      49,359

      Total comprehensive income for the year                          -     (72)      (34,636)        98,130       (19,130)          273,803           -       318,095        7,570     325,665




                                                                              The accompanying notes form an integral part of these
                                                                                    unaudited pro forma financial statements.
      Appendix G


                                                                                                                                                     CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                                       Unaudited Pro Forma Financial Statements
                                                                                                                                                 Nine-month Period Ended September 30, 2009 and
                                                                                                                                                                  Year Ended December 31, 2008
      Unaudited Pro Forma Statement of Changes in Equity
      Year Ended December 31, 2008
                                                                                                                                                                    Equity
                                                                                                                                                                 attributable
                                                                                                         Currency                                                 to equity
                                                             Share         Capital       Fair value     translation    Hedging     Accumulated     Other          holder of     Minority      Total
                                                             capital       reserve        reserve         reserve      reserve        profits     reserve       the Company     interests    equity
      Group                                                   $’000         $’000          $’000           $’000        $’000         $’000        $’000            $’000         $’000      $’000
      Transactions with owners, recorded directly in
        equity
      Issue of shares through capitalization of amounts
         due to immediate holding company and related
         corporations                                       4,303,096           -                -             -             -               -              -     4,303,096            -    4,303,096
      Issue of shares as consideration for transfer in of




G-8
         entities under common control                       239,163            -                -             -             -               -   (239,163)                -            -              -
      Effect of transfer in of entity under common
        control incorporated during the year                           -        -                -             -             -               -    130,103          130,103             -     130,103
      Transfer between reserves                                        -        -         (22,762)             -        22,762               -              -            -             -           -
      Cost of share-based payments                                     -    6,641                -             -             -               -              -        6,641             -       6,641
      Effects of disposal of subsidiaries                              -        -                -             -             -               -              -             -      (1,880)      (1,880)
      Tax-exempt dividend paid                                         -        -                -             -             -        (65,738)              -      (65,738)            -     (65,738)
      Total transactions with owners                        4,542,259       6,641         (22,762)             -        22,762        (65,738)   (109,060)        4,374,102      (1,880)    4,372,222
      At December 31, 2008                                  4,592,259      18,443           24,695        72,647       (6,537)        709,932     (37,460)        5,373,979      52,080     5,426,059




                                                                                    The accompanying notes form an integral part of these
                                                                                          unaudited pro forma financial statements.
      Appendix G


                                                                                                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                                  Unaudited Pro Forma Financial Statements
                                                                                                                                            Nine-month Period Ended September 30, 2009 and
                                                                                                                                                             Year Ended December 31, 2008
      Unaudited Pro Forma Statement of Changes in Equity
      Nine-month Period Ended September 30, 2009
                                                                                                                                                            Equity
                                                                                                                                                         attributable
                                                                                                    Currency                                              to equity
                                                           Share         Capital    Fair value     translation    Hedging     Accumulated     Other       holder of     Minority      Total
                                                           capital       reserve     reserve         reserve      reserve        profits     reserve    the Company     interests    equity
      Group                                                 $’000         $’000       $’000           $’000        $’000         $’000        $’000         $’000         $’000      $’000
      At January 1, 2009                                  4,592,259      18,443        24,695        72,647        (6,537)       709,932     (37,460)     5,373,979      52,080     5,426,059

      Profit for the period                                          -         -            -             -              -       306,089            -      306,089       (1,213)     304,876

      Other comprehensive income
      Exchange differences arising from translation of
        and net investment in foreign operations                     -         -            -           728              -             -            -          728       (2,247)      (1,519)




G-9
      Effective portion of change in fair value of cash
        flow hedges                                                  -         -            -             -        12,941              -            -       12,941             -      12,941
      Hedging reserve and net change in fair value of
        available-for-sale investments transferred to
        income statement                                             -         -     (37,537)             -       (15,269)             -            -      (52,806)            -     (52,806)
      Change in fair value of available-for-sale
        investments                                                  -         -       27,646             -              -             -            -       27,646             -      27,646
      Net change in capital reserve of associates                    -   (6,810)            -             -              -             -            -       (6,810)            -      (6,810)
      Total other comprehensive income                               -   (6,810)      (9,891)           728        (2,328)             -            -      (18,301)      (2,247)     (20,548)

      Total comprehensive income for the period                      -   (6,810)      (9,891)           728        (2,328)       306,089            -      287,788       (3,460)     284,328




                                                                              The accompanying notes form an integral part of these
                                                                                    unaudited pro forma financial statements.
       Appendix G


                                                                                                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                                                                                                Unaudited Pro Forma Financial Statements
                                                                                                                                          Nine-month Period Ended September 30, 2009 and
                                                                                                                                                           Year Ended December 31, 2008
       Unaudited Pro Forma Statement of Changes in Equity
       Nine-month Period Ended September 30, 2009
                                                                                                                                                          Equity
                                                                                                                                                       attributable
                                                                                                  Currency                                              to equity
                                                         Share         Capital    Fair value     translation    Hedging     Accumulated     Other       holder of     Minority      Total
                                                         capital       reserve     reserve         reserve      reserve        profits     reserve    the Company     interests    equity
       Group                                              $’000         $’000       $’000           $’000        $’000         $’000        $’000         $’000         $’000      $’000

       Transactions with owners, recorded directly in
         equity
       Cost of share-based payments                                -    3,387            -              -             -               -           -        3,387            -        3,387
       Tax-exempt dividend paid                                    -        -            -              -             -        (87,083)           -      (87,083)           -      (87,083)
       Total transactions with owners                           -       3,387            -              -             -        (87,083)           -      (83,696)           -      (83,696)




G-10
       At September 30, 2009                            4,592,259      15,020       14,804         73,375       (8,865)         928,938    (37,460)     5,578,071      48,620     5,626,691




                                                                            The accompanying notes form an integral part of these
                                                                                  unaudited pro forma financial statements.
Appendix G


                                                                     CapitaMalls Asia Limited and its subsidiaries
                                                                       Unaudited Pro Forma Financial Statements
                                                                 Nine-month Period Ended September 30, 2009 and
                                                                                  Year Ended December 31, 2008
Unaudited Pro Forma Statements of Cash Flows
Nine-month Period Ended September 30, 2009 and Year Ended December 31, 2008

                                                                                       Group
                                                                          Nine-month
                                                                          period ended        Year ended
                                                                       September 30, 2009  December 31, 2008
                                                                              $’000             $’000
Operating activities
Profit before income tax                                                     324,410                316,993
Adjustments for:
Depreciation of plant and equipment                                             4,560                  4,792
Write off of plant and equipment/
   Loss on disposal of plant and equipment                                        92                       -
Amortization of club membership                                                    -                      29
Gain on disposal/dilution of subsidiaries and associates                           -                    (135)
Fee income received in the form of units of associates                       (13,506)                (18,734)
Gain on disposal of available-for-sale investments                           (52,806)                (14,461)
Share of results of associates and jointly-controlled entities              (311,731)               (148,312)
Realization of deferred income                                                     -                 (18,618)
Fair value gain on investment properties                                     117,796                 (50,196)
Share based payment expenses                                                   4,398                   7,198
Dividend income                                                               (3,674)                 (9,861)
Interest income                                                              (16,819)                (13,110)
Interest expense                                                              15,398                  23,404
                                                                              68,118                  78,989
Changes in working capital:
Trade and other receivables                                                   (12,731)               (19,762)
Trade and other payables (including security deposits)                         31,773                  5,409
Cash generated from operations                                                 87,160                 64,636
Income tax paid                                                               (14,132)                (9,414)
Cash flows from operating activities                                           73,028                 55,222




                             The accompanying notes form an integral part of these
                                   unaudited pro forma financial statements.

                                                       G-11
Appendix G


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                 Unaudited Pro Forma Financial Statements
                                                           Nine-month Period Ended September 30, 2009 and
                                                                            Year Ended December 31, 2008

                                                                                 Group
                                                                    Nine-month
                                                                    period ended        Year ended
                                                                 September 30, 2009  December 31, 2008
                                                                        $’000             $’000

Investing activities
Investment in associates and jointly-controlled entities               (377,461)              (372,857)
Additions to investment properties and properties under
   development                                                          (59,070)              (288,946)
Proceeds from disposal of subsidiaries                                        -                 12,324
Investment in unquoted equity securities                                      -               (127,828)
Proceeds from disposal of available-for-sale investments                140,640                 60,486
Purchase of plant and equipment                                          (3,914)                (8,931)
Interest income received                                                  3,006                  2,358
Dividend received from investee company                                   8,948                  9,183
Dividend received from associates                                        67,501                 72,929
Advance to associates and jointly-controlled entities                  (159,863)              (137,719)
Cash flows from investing activities                                   (380,213)              (779,001)

Financing activities
Capital contribution from immediate holding company                           -              1,341,159
(Repayment to)/Proceeds from minority interests                         (24,170)                38,249
Proceeds from bank loans                                                391,573                 38,676
Repayment of bank loans                                                  (4,048)                     -
Proceeds from issue of debt securities                                        -                103,366
Repayment of debt securities                                           (103,810)               (10,431)
Deposits pledged                                                           (607)               103,052
Interest expense paid                                                   (21,664)               (19,854)
Dividends paid                                                           (3,706)               (65,738)
Cash flows from financing activities                                    233,568              1,528,479

Net (decrease)/increase in cash and cash equivalents                    (73,617)               804,700
Effect of exchange rate changes on cash balances held in
  foreign currencies                                                    (4,125)                  1,300
Cash and cash equivalents at beginning of period/year                  939,096                 133,096
Cash and cash equivalents at end of period/year                        861,354                 939,096




                            The accompanying notes form an integral part of these
                                  unaudited pro forma financial statements.

                                                    G-12
Appendix G


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                     Unaudited Pro Forma Financial Statements
                                                               Nine-month Period Ended September 30, 2009 and
                                                                                Year Ended December 31, 2008
       Notes to the Unaudited Pro Forma Financial Statements

       The unaudited pro forma financial statements should be read in conjunction with the audited historical
       combined financial statements of CapitaMalls Asia Limited (the “Company”) and its subsidiaries (the
       “Group”) for the year ended December 31, 2008 and the unaudited interim historical combined financial
       statements of the Group for the nine-month period ended September 30, 2009 which are set out on
       pages E-4 to E-69 and F-4 to F-26 of the Prospectus respectively.


1      Background and basis of preparation

       Introduction

       The unaudited pro forma financial statements, comprising the unaudited pro forma balance sheets of the
       Group as at September 30, 2009 and December 31, 2008, the unaudited pro forma income statements,
       unaudited pro forma statements of comprehensive income, unaudited pro forma statements of changes in
       equity and the unaudited pro forma statements of cash flows of the Group for the nine-month period ended
       September 30, 2009 and for the year ended December 31, 2008 and the notes thereon, have been prepared
       for inclusion in the Prospectus of CapitaMalls Asia Limited in connection with the public offering of
       ordinary shares of the Company.

       The Company was incorporated in the Republic of Singapore and has its registered office at 39 Robinson
       Road, #18-01, Robinson Point, Singapore 068911. The principal activities of the Company and its
       subsidiaries are those of an investment holding company, the provision of management services, property
       investment and development, property management and consultancy services and property fund
       management and related services.


       Corporate Reorganization exercise

       (a) Transfer of entities under common control

             On October 30, 2009, the Group entered into Corporate Reorganization agreements with its related
             corporations, where the following companies were transferred to the Group from the Company’s
             related corporations: CapitaLand Retail Trustee Pte. Ltd., CapitaRetail China Fund Management Pte.
             Ltd., CapitaMall Trust Management Limited, CapitaRetail Singapore Management Pte. Ltd., Retail
             RECM (BVI) Limited, CapitaRetail China Trust Management Limited, CapitaRetail (Beijing)
             Investment Consulting Co., Ltd, CapitaRetail India Fund Management Pte. Ltd., One Trustee
             Pte. Ltd., CapitaRetail Malaysia REIT Management Sdn Bhd, Victoria City Pte Ltd and
             CapitaRetail Japan Fund Management Private Limited; and its interest in TRM Pte. Ltd. would
             be transferred to its related corporation. In addition, the Group would transfer in a 15% interest in the
             Raffles City China Fund Limited from its related corporation.

             The Corporate Reorganization is considered a transfer of equity interests between entities under
             common control and therefore the entities transferred into the Group is accounted for in a manner
             similar to the pooling-of-interests method. Accordingly, the assets and liabilities of these entities
             have been included in the combined financial statements at their historical amounts. Further, the
             effects of the net assets of entities transferred out of the Group are reflected in the combined statement
             of changes in equity, rather than in the combined income statement of the Group. Although the
             Corporate Reorganization was entered into on October 30, 2009, the historical combined financial
             statements, which have been used in the preparation of the unaudited pro forma financial statements,
             present the financial condition and results of operations as if the Corporate Reorganization had
             occurred as of the beginning of the earliest period presented.

                                                       G-13
Appendix G


                                                                   CapitaMalls Asia Limited and its subsidiaries
                                                                     Unaudited Pro Forma Financial Statements
                                                               Nine-month Period Ended September 30, 2009 and
                                                                                Year Ended December 31, 2008
       (b) Capitalization of loans and balances
             Certain inter-company loans extended by the Group’s related corporations to the Company’s
             subsidiaries have been novated to the Company. These loans, together with certain loans and
             balances extended from CapitaLand Limited (the Company’s immediate holding company) to the
             Company were settled by way of an issue and allotment of new ordinary shares of the Company to
             CapitaLand Limited or a designated wholly-owned subsidiary of CapitaLand Limited (herein known
             as the “Change in Capital Structure”).
             The effects of the Change in Capital Structure are reflected in these unaudited pro forma financial
             statements through pro forma adjustments.

       Basis of preparation of unaudited pro forma financial statements
       The unaudited pro forma financial statements have been prepared for illustration purposes only and based
       on certain assumptions, after making certain adjustments, to show what:
       (a) the balance sheets of the Group as at December 31, 2008 and September 30, 2009 would have been if
           the Change in Capital Structure had occurred as at the relevant dates presented; and
       (b) the income statements, statements of comprehensive income, statement of changes in equity and the
           statements of cash flows of the Group for the year ended December 31, 2008 and the nine-month
           period ended September 30, 2009 would have been if the Change in Capital Structure had occurred on
           January 1, 2008.
       The unaudited pro forma financial statements have been prepared based on:-
       (a) the audited historical combined financial statements of the Group for the year ended December 31,
           2008;
       (b) the unaudited interim historical combined financial statements for the nine-month period ended
           September 30, 2009;
       which were prepared in accordance with the Singapore Financial Reporting Standards.
       The historical combined financial statements of the Group for the year ended December 31, 2008 is a
       component of the historical combined financial statements of the Group for the years ended December 31,
       2006, 2007 and 2008, and were audited by KPMG LLP Singapore, Public Accountants and Certified
       Public Accountants.
       The unaudited interim historical combined financial statements of the Group for the nine-month period
       ended September 30, 2009 is a component of the unaudited interim historical combined financial
       statements of the Group for the nine-month period ended September 30, 2009, and were reviewed by
       KPMG LLP Singapore, Public Accountants and Certified Public Accountants.
       The auditors’ reports on the above financial statements were not subjected to any qualifications,
       modifications or disclaimers.
       The unaudited pro forma financial statements have been prepared for illustrative purposes only, and
       because of their nature, may not give a true picture of the actual financial position, results of operations and
       cash flows of the Group.
       The following key adjustments and assumptions were made for each of the periods presented:
       (1)      Change in Capital Structure
                Consideration paid by the Group in respect of the transfer of entities under common control is
                assumed to be $239,163,000, being the net asset value of these entities as at September 30, 2009,

                                                       G-14
Appendix G


                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                Unaudited Pro Forma Financial Statements
                                                          Nine-month Period Ended September 30, 2009 and
                                                                           Year Ended December 31, 2008
             was effected in the preparation of the pro forma balance sheets as at December 31, 2008 and
             September 30, 2009.

             The Group capitalized certain other net loans and advances from its immediate holding company
             and related corporations, amounting to $3,353,096,000, through the issuance of ordinary shares
             of the Company.

             In the preparation of the pro forma balance sheet as at December 31, 2008 and as at September 30,
             2009, this capitalization is assumed to occur as at the relevant balance sheet dates presented. The
             excess of the ordinary share capital issued over and above the net loans and advances at each of
             these relevant dates is assumed to result in a cash inflow, amounting to $647,968,000 and
             $56,000,000, as at December 31, 2008 and September 30, 2009 respectively.

             In the preparation of the pro forma income statements and the pro forma statements of
             comprehensive income, pro forma statements of changes in equity and pro forma statements
             of cash flows for the year ended December 31, 2008 and the nine-month period ended
             September 30, 2009, the capitalization is assumed to occur as at January 1, 2008. Arising
             from the capitalization of net loans and advances, the associated finance costs, amounting to
             $134,798,000 and $76,746,000 and exchange gains associated with the translation of foreign
             currency loans, amounting to $8,468,000 and $6,652,000, previously recognized in the
             Combined Income Statements, for the year ended December 31, 2008 and the nine-month
             period ended September 30, 2009 respectively, have been reversed in the pro forma income
             statements. Consequential adjustments to income tax expense were also made. In addition,
             exchange gains/(losses) associated with the translation of foreign currency loans, amounting to
             ($67,215,000) and $33,344,000 previously recognized in the Combined Statements of
             Comprehensive Income for the year ended December 31, 2008 and the nine-month period
             ended September 30, 2009 respectively, were also reversed in the pro forma statement of
             comprehensive income.

             In the preparation of the pro forma statements of changes in equity, an adjustment has been made
             to Share Capital, amounting to $3,592,259,000 (comprising the consideration paid for the transfer
             of entities under common control of $239,163,000 and capitalization of certain net loans and
             advances from its immediate holding company and related corporations of $3,353,096,000), to
             reflect the increase in ordinary share capital of the Company arising from the Change in Capital
             Structure on January 1, 2008.

             Additionally, in the preparation of the pro forma statements of cash flows, the excess of the
             ordinary share capital issued consequent to the Change in Capital Structure of $3,353,096,000
             over and above the relevant net loans and advances at January 1, 2008 is assumed to have resulted
             in a cash inflow, amounting to $1,211,056,000, on January 1, 2008.

       (2)   The number of ordinary shares issued arising from the Change in Capital Structure amounted to
             2,884,000,000 (at a value of $1.25 per share).

       (3)   The exchange rates applied in the capitalization of loans are as follows:

               Foreign currency                     Closing rate as at September 30, 2009
               Hong Kong dollar (“HKD”)             HKD 1.00 = SGD 0.18580
               Japanese yen (“JPY”)                 JPY 100     = SGD 0.01539
               United States dollar (“USD”)         USD 1.00 = SGD 1.44010

                                                  G-15
Appendix G


                                                             CapitaMalls Asia Limited and its subsidiaries
                                                               Unaudited Pro Forma Financial Statements
                                                         Nine-month Period Ended September 30, 2009 and
                                                                          Year Ended December 31, 2008


2      Pro forma adjustments

       Unaudited Pro Forma Balance Sheets as at September 30, 2009 and as at December 31, 2008
       The following adjustments have been made in arriving at the Unaudited Pro Forma Balance Sheets as at
       September 30, 2009 and December 31, 2008:
                                                                         Group
                                              Historical                                      Unaudited
                                              combined          Pro forma adjustments         pro forma
       September 30, 2009                    balance sheet      Note (a)     Note (b)        balance sheet
                                                 $’000           $’000         $’000             $’000
       Non-current assets
       Plant and equipment                         15,389                -             -          15,389
       Investment properties                    1,367,220                -             -       1,367,220
       Properties under development               109,014                -             -         109,014
       Associates                               3,049,129                -             -       3,049,129
       Jointly-controlled entities                614,410                -             -         614,410
       Investment securities
         available-for-sale                      142,632                 -             -         142,632
       Deferred tax assets                           203                 -             -             203
       Other assets                                  975                 -             -             975
                                                5,298,972                -             -       5,298,972
       Current assets
       Trade and other receivables                532,251         (83,489)             -         448,762
       Cash and cash equivalents                  524,138          56,000              -         580,138
                                                1,056,389         (27,489)             -       1,028,900
       Total assets                             6,355,361         (27,489)             -       6,327,872

       Equity attributable to equity
         holder of the Company
       Share capital                            1,000,000       3,353,096       239,163        4,592,259
       Reserves                                   945,302               -      (239,163)         706,139
                                                1,945,302       3,353,096              -       5,298,398
       Minority interests                          48,620               -              -          48,620
       Total equity                             1,993,922       3,353,096              -       5,347,018

       Non-current liabilities
       Financial liabilities                    2,347,208      (1,847,175)             -         500,033
       Deferred tax liabilities                    25,969               -              -          25,969
       Other non-current liabilities               22,341               -              -          22,341
                                                2,395,518      (1,847,175)             -         548,343




                                                  G-16
Appendix G


                                                              CapitaMalls Asia Limited and its subsidiaries
                                                                Unaudited Pro Forma Financial Statements
                                                          Nine-month Period Ended September 30, 2009 and
                                                                           Year Ended December 31, 2008

                                                                              Group
                                                Historical                                      Unaudited
                                                combined          Pro forma adjustments         pro forma
       September 30, 2009                      balance sheet      Note (a)     Note (b)        balance sheet
                                                   $’000           $’000         $’000             $’000
       Current liabilities
       Trade and other payables                    469,644          (87,828)             -          381,816
       Financial liabilities                     1,455,990       (1,445,582)             -           10,408
       Current tax payable                          40,287                -              -           40,287
                                                 1,965,921       (1,533,410)             -          432,511
       Total liabilities                         4,361,439       (3,380,585)             -          980,854
       Total equity and liabilities              6,355,361          (27,489)             -        6,327,872


       Notes to the pro forma adjustments to Combined Balance Sheet as at September 30, 2009:-
       (a) Being adjustments to effect the capitalization of net loans and advances from immediate holding
           company and related corporations (Change in Capital Structure), amounting to $3,353,096,000, by
           way of issue of new ordinary shares in the Company. The excess of the share capital issued over and
           above the net loans and advances as at September 30, 2009 is assumed to result in a cash inflow of
           cash and cash equivalents amounting to $56,000,000.
       (b) Being adjustments to effect the issue of new ordinary shares in the Company amounting to
           $239,163,000, as consideration for the transfer of entities under common control.
                                                                              Group
                                                Historical                                      Unaudited
                                                combined          Pro forma adjustments         pro forma
       December 31, 2008                       balance sheet      Note (c)     Note (d)        balance sheet
                                                   $’000           $’000         $’000             $’000
       Non-current assets
       Plant and equipment                          16,574                -              -           16,574
       Investment properties                     1,390,146                -              -        1,390,146
       Properties under development                171,250                -              -          171,250
       Associates                                2,836,406                -              -        2,836,406
       Jointly-controlled entities                 241,605                -              -          241,605
       Investment securities
         available-for-sale                        255,627                -              -          255,627
       Deferred tax assets                             203                -              -              203
       Other assets                                  1,338                -              -            1,338
                                                 4,913,149                -              -        4,913,149




                                                   G-17
Appendix G


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                 Unaudited Pro Forma Financial Statements
                                                           Nine-month Period Ended September 30, 2009 and
                                                                            Year Ended December 31, 2008

                                                                            Group
                                                Historical                                        Unaudited
                                                combined           Pro forma adjustments          pro forma
       December 31, 2008                       balance sheet       Note (c)     Note (d)         balance sheet
                                                   $’000            $’000         $’000              $’000
       Current assets
       Trade and other receivables                 425,075           (83,489)              -         341,586
       Cash and cash equivalents                   147,798           647,968               -         795,766
                                                   572,873           564,479               -       1,137,352
       Total assets                               5,486,022          564,479               -       6,050,501

       Equity attributable to equity
         holder of the Company
       Share capital                              1,000,000        3,353,096        239,163        4,592,259
       Reserves                                     836,664                -       (239,163)         597,501
                                                  1,836,664        3,353,096               -       5,189,760
       Minority interests                            52,080                -               -          52,080
       Total equity                               1,888,744        3,353,096               -       5,241,840
       Non-current liabilities
       Financial liabilities                      1,648,157       (1,525,390)              -         122,767
       Deferred tax liabilities                      25,054                -               -          25,054
       Other non-current liabilities                 26,251                -               -          26,251
                                                  1,699,462       (1,525,390)              -         174,072

       Current liabilities
       Trade and other payables                     505,343          (19,772)              -         485,571
       Financial liabilities                      1,351,850       (1,243,455)              -         108,395
       Current tax payable                           40,623                -               -          40,623
                                                  1,897,816       (1,263,227)              -         634,589
       Total liabilities                          3,597,278       (2,788,617)              -         808,661
       Total equity and liabilities               5,486,022          564,479               -       6,050,501


       Notes to the pro forma adjustments to Combined Balance Sheet as at December 31, 2008:-
       (c) Being adjustments to effect the capitalization of net loans and advances from immediate holding
           company and related corporations (Change in Capital Structure), amounting to $3,353,096,000, by
           way of issue of new ordinary shares in the Company. The excess of the share capital issued over the
           net loans and advances as at December 31, 2008 of $647,968,000 is assumed to result in a cash inflow.
       (d) Being adjustment to effect the issue of new ordinary share in the Company amounting to
           $239,163,000, as consideration for the transfer of entities under common control.




                                                    G-18
Appendix G


                                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                                 Unaudited Pro Forma Financial Statements
                                                                           Nine-month Period Ended September 30, 2009 and
                                                                                            Year Ended December 31, 2008


       Unaudited Pro Forma Income Statements for the nine-month period ended September 30, 2009
       and for the year ended December 31, 2008
       The following adjustments have been made in arriving at the Unaudited Pro Forma Income Statements for
       the nine-month period ended September 30, 2009 and for the year ended December 31, 2008:
                                                                                            Group
                                                                        Historical        Pro forma         Unaudited
       Nine-month period ended                                       combined income      adjustment     pro forma income
       September 30, 2009                                               statement          Note (a)          statement
                                                                          $’000              $’000             $’000

       Revenue                                                             206,328                 -           206,328
       Cost of sales                                                       (70,707)                -           (70,707)
       Gross profit                                                        135,621                 -           135,621
       Other operating income                                               75,390            (6,652)           68,738
       Administrative expenses                                             (52,916)                -           (52,916)
       Other operating expenses
       - Net fair value loss on investment
          properties and properties under
          development . . . . . . . . . . . . . . . . . . . . .            (117,796)              -           (117,796)
       - Others . . . . . . . . . . . . . . . . . . . . . . . . .            (5,570)              -             (5,570)
       Finance costs                                                        (92,144)         76,746            (15,398)
       Share of results (net of tax) of:
       - Associates                                                        (53,938)               -            (53,938)
       - Jointly-controlled entities                                       365,669                -            365,669
       Profit before taxation                                              254,316           70,094            324,410
       Income tax expense                                                  (11,023)          (8,511)           (19,534)
       Profit for the period                                               243,293           61,583            304,876


       Note to the pro forma adjustment to Combined Income Statement for the nine-month period
       ended September 30, 2009:-
       (a) Being reversal of finance costs, amounting to $76,746,000, and exchange differences on foreign
           currency loans amounting to $6,652,000, arising from the capitalization of relevant net loans and
           advances from immediate holding company and related corporations, and the related income tax
           effects.




                                                                    G-19
Appendix G


                                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                                  Unaudited Pro Forma Financial Statements
                                                                            Nine-month Period Ended September 30, 2009 and
                                                                                             Year Ended December 31, 2008

                                                                                             Group
                                                                         Historical        Pro forma         Unaudited
                                                                      combined income      adjustment     pro forma income
       Year ended December 31, 2008                                      statement          Note (b)          statement
                                                                           $’000              $’000             $’000

       Revenue                                                              273,776                 -           273,776
       Cost of sales                                                        (89,308)                -           (89,308)
       Gross profit                                                         184,468                 -           184,468
       Other operating expenses
       - Net fair value gain on investment
          properties . . . . . . . . . . . . . . . . . . . . . . .            50,196               -             50,196
       - Others . . . . . . . . . . . . . . . . . . . . . . . . .             69,518          (8,468)            61,050
       Administrative expenses                                              (102,647)              -           (102,647)
       Other operating expenses                                                 (982)              -               (982)
       Finance costs                                                        (158,202)        134,798            (23,404)
       Share of results (net of tax) of:
       - Associates                                                         151,310                -            151,310
       - Jointly-controlled entities                                         (2,998)               -             (2,998)
       Profit before taxation                                               190,663          126,330            316,993
       Income tax expense                                                   (31,361)          (9,326)           (40,687)
       Profit for the year                                                  159,302          117,004            276,306


       Note to the pro forma adjustment to Combined Income Statement for the year ended
       December 31, 2008:-
       (b) Being reversal of finance costs, amounting to $134,798,000, and exchange differences on foreign
           currency loans amounting to $8,468,000, arising from the capitalization of relevant net loans and
           advances from immediate holding company and related corporations, and the related income tax
           effects.




                                                                     G-20
Appendix G


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                 Unaudited Pro Forma Financial Statements
                                                           Nine-month Period Ended September 30, 2009 and
                                                                            Year Ended December 31, 2008


       Unaudited Pro Forma Statements of Comprehensive Income for the nine-month period ended
       September 30, 2009 and for the year ended December 31, 2008
       The following adjustments have been made in arriving at the Unaudited Pro Forma Statements of
       Comprehensive Income for the nine-month period ended September 30, 2009 and for the year ended
       December 31, 2008:
                                                                                Group
                                                             Historical                        Unaudited
                                                              combined                         pro forma
                                                            statement of      Pro forma       statement of
       Nine-month period ended                             comprehensive      adjustment     comprehensive
       September 30, 2009                                      income          Note (a)          income
                                                                $’000            $’000            $’000
       Profit for the period                                   243,293           61,583          304,876

       Other comprehensive income
       Exchange differences arising from translation of
         and net investment in foreign operations              (35,390)          33,871           (1,519)
       Effective portion of change in fair value of cash
         flow hedges                                            12,941                 -          12,941
       Hedging reserve and net change in fair value of
         available-for-sale investments transferred to
         income statement                                      (52,806)                -         (52,806)
       Change in fair value of available-for-sale
         investments                                            27,646                -           27,646
       Net change in capital reserve of associate               (6,810)               -           (6,810)
       Total Comprehensive Income for the period               188,874           95,454          284,328


       Note to the pro forma adjustment to Combined Statement of Comprehensive Income for the
       nine-month period ended September 30, 2009:-
       (a) Being reversal of finance costs, exchange differences on foreign currency loans and the related
           income tax effects amounting to $61,583,000 recorded in the combined income statement; and
           reversal of cumulative exchange differences arising from the translation of foreign currency loans
           amounting to $33,871,000 recorded previously in the combined statement of comprehensive income,
           arising from the capitalization of relevant net loans and advances from immediate holding company
           and related corporations.




                                                    G-21
Appendix G


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                 Unaudited Pro Forma Financial Statements
                                                           Nine-month Period Ended September 30, 2009 and
                                                                            Year Ended December 31, 2008

                                                                                  Group
                                                              Historical                         Unaudited
                                                               combined                          pro forma
                                                             statement of      Pro forma        statement of
                                                            comprehensive      adjustment      comprehensive
       Year ended December 31, 2008                             income          Note (b)           income
                                                                 $’000            $’000             $’000

       Profit for the year                                     159,302           117,004           276,306

       Other comprehensive income
       Exchange differences arising from translation of
         and net investment in foreign operations                35,982           67,215           103,197
       Effective portion of change in fair value of cash
         flow hedges                                            (13,604)                -          (13,604)
       Hedging reserve and net change in fair value of
         available-for-sale investments transferred to
         income statement                                       (14,461)                -          (14,461)
       Change in fair value of available-for-sale
         investments                                           (25,701)                -           (25,701)
       Others                                                      (72)                -               (72)
       Total Comprehensive Income for the year                 141,446           184,219           325,665


       Note to the pro forma adjustment to Combined Statement of Comprehensive Income for the
       year ended December 31, 2008:-
       (b) Being reversal of finance costs, exchange differences on foreign currency loans and the related
           income tax effects amounting to $117,004,000 recorded in the combined income statement; and
           reversal of exchange differences arising from the translation of foreign currency loans amounting to
           $67,215,000 recorded previously in the combined statement of comprehensive income, arising from
           the capitalization of relevant net loans and advances from immediate holding company and related
           corporations.




                                                    G-22
Appendix G


                                                               CapitaMalls Asia Limited and its subsidiaries
                                                                 Unaudited Pro Forma Financial Statements
                                                           Nine-month Period Ended September 30, 2009 and
                                                                            Year Ended December 31, 2008


       Unaudited Pro Forma Statements of Changes in Equity for the year ended December 31, 2008
       and for the nine-month period ended September 30, 2009
       The following pro forma adjustments were made to the Combined Statement of Changes in Equity for the
       year ended December 31, 2008 and for the nine-month period ended September 30, 2009:
                                                                               Group
                                                     Historical                                      Unaudited
                                                      combined                                       pro forma
                                                    statement of                                    statement of
                                                     changes in       Pro forma adjustments          changes in
                                                        equity        Note (a)      Note (b)           equity
                                                        $’000          $’000          $’000             $’000

       At January 1, 2008                              728,172                -               -       728,172
       Total comprehensive income for the
         year                                          141,446         184,219                -       325,665
       Transactions with owners, recorded
          directly in equity
       Issue of shares through capitalization of
          amounts due to immediate holding
          company and related corporations             950,000       3,353,096                -      4,303,096
       Issue of shares as consideration for
          transfer of entities under common                                             239,163
          control                                            -               -         (239,163)             -
       Capital contribution                            130,103               -                -        130,103
       Cost of share-based payments                      6,641               -                -          6,641
       Effects of disposal of subsidiaries              (1,880)              -                -         (1,880)
       Tax-exempt dividend paid                        (65,738)              -                -        (65,738)
       Total transactions with owners                1,019,126       3,353,096                -      4,372,222

       At December 31, 2008                          1,888,744       3,537,315                -      5,426,059


       Notes to the pro forma adjustments to Combined Statements of Changes in Equity for the year
       ended December 31, 2008:-
       (a) Being adjustments to reverse the finance costs, exchange differences on foreign currency loans and
           the related income tax effects recorded in the combined income statement and the exchange
           differences arising from the translation of foreign currency loans recorded previously in the
           combined statement of comprehensive income amounting to $184,219,000; and to effect the
           capitalization of net loans and balances from the immediate holding company and related
           corporations (Change in Capital Structure), amounting to $3,353,096,000, by way of issue of
           new ordinary shares in the Company.
       (b) Being adjustment to effect the issue of new ordinary shares, amounting to $239,163,000, as
           consideration for the transfer of entities under common control by way of capitalizing other reserve.




                                                    G-23
Appendix G


                                                                 CapitaMalls Asia Limited and its subsidiaries
                                                                   Unaudited Pro Forma Financial Statements
                                                             Nine-month Period Ended September 30, 2009 and
                                                                              Year Ended December 31, 2008

                                                                                  Group

                                                           Historical                             Unaudited
                                                            combined           Pro forma          pro forma
                                                          statement of         adjustment        statement of
                                                        changes in equity       Note (c)       changes in equity
                                                              $’000               $’000              $’000

       At January 1, 2009                                    1,888,744          3,537,315           5,426,059
       Total comprehensive income for the
         period                                               188,874              95,454             284,328

       Transactions with owners, recorded
         directly in equity
       Cost of share-based payments                              3,387                    -             3,387
       Tax-exempt dividend paid                                (87,083)                   -           (87,083)
       Total transactions with owners                          (83,696)                   -           (83,696)

       At September 30, 2009                                 1,993,922          3,632,769           5,626,691


       Note to the pro forma adjustment to Combined Statement of Changes in Equity for the nine-
       month period ended September 30, 2009:-
       (c)   Being adjustments to reverse the finance costs, exchange differences on foreign currency loans and
             the related income tax effects recorded in the combined income statement and the cumulative
             exchange differences arising from the translation of foreign currency loans recorded previously in the
             combined statement of comprehensive income amounting to $95,454,000.




                                                      G-24
Appendix G


                                                             CapitaMalls Asia Limited and its subsidiaries
                                                               Unaudited Pro Forma Financial Statements
                                                         Nine-month Period Ended September 30, 2009 and
                                                                          Year Ended December 31, 2008


       Unaudited Pro Forma Statements of Cash Flows for the nine-month period ended
       September 30, 2009 and for the year ended December 31, 2008
       The following adjustments have been made in arriving at the Unaudited Pro Forma Statements of Cash
       Flows for the nine-month period ended September 30, 2009 and for the year ended December 31, 2008:
                                                 Historical                 Group             Unaudited
                                                  combined                                    pro forma
       Nine-month period ended                  statement of     Pro forma adjustments       statement of
         September 30, 2009                      cash flows      Note (a)     Note (b)        cash flows
                                                    $’000         $’000         $’000            $’000

       Operating activities
       Profit before income tax                   254,316         70,094               -        324,410
       Adjustments for:
       Depreciation of plant and equipment          4,560               -              -          4,560
       Write off of plant and equipment/Loss
          on disposal of plant and equipment             92             -              -             92
       Fee income received in the form of
          units of associates                      (13,506)             -              -        (13,506)
       Gain on disposal of available-for-sale
          investments                              (52,806)             -              -        (52,806)
       Share of results of associates and
          jointly-controlled entities            (311,731)              -              -       (311,731)
       Fair value gain on investment
          properties                              117,796               -              -        117,796
       Share based payment expenses                 4,398               -              -          4,398
       Dividend income                             (3,674)              -              -         (3,674)
       Interest income                            (16,819)              -              -        (16,819)
       Interest expense                            92,144         (76,746)             -         15,398
                                                   74,770          (6,652)             -         68,118
       Changes in working capital:
       Trade and other receivables                 (12,731)             -              -        (12,731)
       Trade and other payables (including
         security deposits)                         31,773              -              -         31,773
       Cash generated from operations               93,812         (6,652)             -         87,160
       Income tax paid                             (14,132)             -              -        (14,132)
       Cash flows from operating activities         79,680         (6,652)             -         73,028




                                                  G-25
Appendix G


                                                             CapitaMalls Asia Limited and its subsidiaries
                                                               Unaudited Pro Forma Financial Statements
                                                         Nine-month Period Ended September 30, 2009 and
                                                                          Year Ended December 31, 2008

                                                 Historical                 Group             Unaudited
                                                  combined                                    pro forma
       Nine-month period ended                  statement of     Pro forma adjustments       statement of
         September 30, 2009                      cash flows      Note (a)     Note (b)        cash flows
                                                    $’000         $’000         $’000            $’000

       Investing activities
       Investment in associates and jointly-
          controlled entities                    (377,461)              -              -       (377,461)
       Additions to investment properties and
          properties under development             (59,070)             -              -        (59,070)
       Proceeds from disposal of investment
          securities available-for-sale           140,640               -              -        140,640
       Purchase of plant and equipment             (3,914)              -              -         (3,914)
       Interest income received                     3,006               -              -          3,006
       Dividend received from investee
          company                                   8,948               -              -          8,948
       Dividend received from associates           67,501               -              -         67,501
       (Advance to)/Repayment from
          associates and jointly-controlled
          entities                               (159,863)              -              -       (159,863)
       Cash flows from investing activities      (380,213)              -              -       (380,213)

       Financing activities
       Repayment to minority interests             (24,170)             -              -        (24,170)
       Loans and advances from immediate
          holding company and related
          corporations                            518,007               -       (518,007)             -
       Proceeds from bank loans                   391,573               -              -        391,573
       Repayment of bank loans                     (4,048)              -              -         (4,048)
       Repayment of debt securities              (103,810)              -              -       (103,810)
       Deposits pledged                              (607)              -              -           (607)
       Interest expense paid                      (92,848)              -         71,184        (21,664)
       Dividends paid                              (3,706)              -              -         (3,706)
       Cash flows from financing activities       680,391               -       (446,823)       233,568




                                                  G-26
Appendix G


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                    Unaudited Pro Forma Financial Statements
                                                              Nine-month Period Ended September 30, 2009 and
                                                                               Year Ended December 31, 2008

                                               Historical                      Group                   Unaudited
                                                combined                                               pro forma
       Nine-month period ended                statement of           Pro forma adjustments            statement of
         September 30, 2009                    cash flows            Note (a)      Note (b)            cash flows
                                                  $’000               $’000         $’000                 $’000

       Net increase in cash and cash
         equivalents                               379,858            (6,652)          (446,823)        (73,617)
       Effect of exchange rate changes on
         cash balances held in foreign
         currencies                                 (4,125)                -                  -          (4,125)
       Cash and cash equivalents at
         beginning of year                         147,477            (8,468)          800,087          939,096
       Cash and cash equivalents at end
         of year                                   523,210           (15,120)          353,264          861,354


       Notes to the pro forma adjustments to Combined Statement of Cash Flows for the nine-month
       period ended September 30, 2009:-
       (a) Being reversal of finance costs on loans and advances from immediate holding company and related
           corporations, amounting to $76,746,000, and exchange differences on foreign currency loans
           amounting to $6,652,000, arising from the capitalization of net loans and balances of
           $3,353,096,000 on January 1, 2008.
       (b) Being reversal of net loans and advances from immediate holding company and related corporations
           during the period and consequential increase in cash balance due to the assumed Change in Capital
           Structure from January 1, 2008.
                                                      Historical                Group                  Unaudited
                                                       combined                                        pro forma
                                                     statement of      Pro forma adjustments          statement of
       Year ended December 31, 2008                   cash flows        Note (c)    Note (d)           cash flows
                                                         $’000           $’000       $’000                $’000

       Operating activities
       Profit before income tax                        190,663          126,330                   -     316,993
       Adjustments for:
       Depreciation of plant and equipment                 4,792                -                 -       4,792
       Amortization of club membership                        29                -                 -          29
       Gain on disposal/dilution of subsidiaries
         and associates                                      (135)              -                 -        (135)
       Fee income received in the form of units
         of associates                                 (18,734)                 -                 -     (18,734)
       Gain on disposal of available-for-sale
         investments                                   (14,461)                 -                 -     (14,461)




                                                    G-27
Appendix G


                                                             CapitaMalls Asia Limited and its subsidiaries
                                                               Unaudited Pro Forma Financial Statements
                                                         Nine-month Period Ended September 30, 2009 and
                                                                          Year Ended December 31, 2008

                                                 Historical              Group                Unaudited
                                                  combined                                    pro forma
                                                statement of     Pro forma adjustments       statement of
       Year ended December 31, 2008              cash flows      Note (c)     Note (d)        cash flows
                                                    $’000         $’000         $’000            $’000

       Share of results of associates and
          jointly-controlled entities            (148,312)              -              -       (148,312)
       Realization of deferred income             (18,618)              -              -        (18,618)
       Fair value gain on investment
          properties                              (50,196)              -              -        (50,196)
       Share based payment expenses                 7,198               -              -          7,198
       Dividend income                             (9,861)              -              -         (9,861)
       Interest income                            (13,110)              -              -        (13,110)
       Interest expense                           158,202        (134,798)             -         23,404
                                                   87,457          (8,468)             -         78,989
       Changes in working capital:
       Trade and other receivables                 (19,762)             -              -        (19,762)
       Trade and other payables (including
         security deposits)                         5,409               -              -          5,409
       Cash generated from operations              73,104          (8,468)             -         64,636
       Income tax paid                             (9,414)              -              -         (9,414)
       Cash flows from operating activities        63,690          (8,468)             -         55,222

       Investing activities
       Investment in associates and jointly-
          controlled entities                    (372,857)              -              -       (372,857)
       Additions to investment properties and
          properties under development           (288,946)              -              -       (288,946)
       Proceeds from disposal of subsidiaries      12,324               -              -         12,324
       Investment in unquoted equity
          securities                             (127,828)              -              -       (127,828)
       Proceeds from disposal of
          available-for-sale investments           60,486               -              -         60,486
       Purchase of plant and equipment             (8,931)              -              -         (8,931)
       Interest income received                     2,358               -              -          2,358
       Dividend received from investee
          company                                   9,183               -              -          9,183
       Dividend received from associates           72,929               -              -         72,929
       (Advance to)/Repayment from
          associates and jointly-controlled
          entities                               (137,719)              -              -       (137,719)
       Cash flows from investing activities      (779,001)              -              -       (779,001)




                                                  G-28
Appendix G


                                                                  CapitaMalls Asia Limited and its subsidiaries
                                                                    Unaudited Pro Forma Financial Statements
                                                              Nine-month Period Ended September 30, 2009 and
                                                                               Year Ended December 31, 2008

                                                                                Group
                                                 Historical                                          Unaudited
                                                  combined                                           pro forma
                                                statement of          Pro forma adjustments         statement of
       Year ended December 31, 2008              cash flows           Note (c)     Note (d)          cash flows
                                                    $’000              $’000         $’000              $’000

       Financing activities
       Capital contribution from
          immediate holding company                130,103                  -           1,211,056    1,341,159
       Proceeds from/(Repayment to)
          minority interests                        38,249                  -                   -       38,249
       Loans and advances from
          immediate holding company
          and related corporations                 566,034                  -           (566,034)            -
       Proceeds from bank loans                     38,676                  -                  -        38,676
       Proceeds from issue of debt
          securities                               103,366                  -                  -       103,366
       Repayment of debt securities                (10,431)                 -                  -       (10,431)
       Deposits pledged                            103,052                  -                  -       103,052
       Interest expense paid                      (174,919)                 -            155,065       (19,854)
       Dividends paid                              (65,738)                 -                  -       (65,738)
       Cash flows from financing
         activities                                728,392                  -            800,087     1,528,479
       Net increase in cash and cash
         equivalents                                13,081             (8,468)           800,087       804,700
       Effect of exchange rate changes
         on cash balances held in foreign
         currencies                                   1,300                 -                   -        1,300
       Cash and cash equivalents at
         beginning of year                         133,096                  -                   -      133,096
       Cash and cash equivalents at
         end of year                               147,477             (8,468)           800,087       939,096


       Notes to the pro forma adjustments to Combined Statement of Cash Flows for the year ended
       December 31, 2008:-
       (c) Being reversal of finance costs on net loans and advances from immediate holding company and
           related corporations, amounting to $134,798,000, and exchange differences on foreign currency loans
           amounting to $8,468,000, arising from the capitalization of net loans and balances of $3,353,096,000
           on January 1, 2008.
       (d) Being reversal of net loans and advances from immediate holding company and related corporations
           during the period and net cash inflow as a result of the excess of share capital issued over and above
           the relevant net loans and advances as at January 1, 2008.




                                                    G-29
Appendix G


                                                            CapitaMalls Asia Limited and its subsidiaries
                                                              Unaudited Pro Forma Financial Statements
                                                        Nine-month Period Ended September 30, 2009 and
                                                                         Year Ended December 31, 2008


3      Share capital
                                                                               Group
                                                              September 30, 2009   December 31, 2008
                                                                 No. of shares       No. of shares
                                                                     ’000                ’000

       Fully paid ordinary shares, with no par value:
       At end of period/year                                       4,592,259              4,592,259


4      Financial liabilities
                                                                              Group
                                                              September 30, 2009  December 31, 2008
                                                                    $’000              $’000

       Non-current liabilities
       Secured bank loans                                           439,033                 60,623
       Secured notes                                                 61,000                 62,139
       Finance lease liabilities                                          -                      5
                                                                    500,033                122,767

       Current liabilities
       Secured bank loans                                            10,400                  4,575
       Secured notes                                                      -                103,810
       Finance lease liabilities                                          8                     10
                                                                     10,408                108,395

       Total financial liabilities                                  510,441                231,162




                                                G-30
Appendix G


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                  Unaudited Pro Forma Financial Statements
                                                            Nine-month Period Ended September 30, 2009 and
                                                                             Year Ended December 31, 2008


5      Trade and other payables
                                                                                  Group
                                                                  September 30, 2009  December 31, 2008
                                                                        $’000              $’000

       Trade payables                                                    25,292                 17,279
       Accruals                                                          26,289                 44,688
       Advance payments received                                          2,194                  1,358
       Rental, contract and tender deposits                              13,577                 11,249
       Liability for employee benefits                                    8,955                 13,597
       Amounts due to related parties                                   288,995                385,242
       Other payables                                                    16,514                 12,158
                                                                        381,816                485,571


6      Finance costs
                                                                                  Group
                                                                     Nine-month
                                                                     period ended        Year ended
                                                                  September 30, 2009  December 31, 2008
                                                                         $’000             $’000

       Interest paid and payable to:
       - Related corporations                                                -                   1,358
       - Minority interests                                              2,874                   4,611
       - Bank loans and others                                          18,000                  23,196
       Total borrowing costs                                            20,874                  29,165
       Less: Borrowing costs capitalized in
             properties under development                               (5,476)                 (5,761)
                                                                        15,398                  23,404


7      Income tax expense
                                                                                  Group
                                                                     Nine-month
                                                                     period ended        Year ended
                                                                  September 30, 2009  December 31, 2008
                                                                         $’000             $’000

       Current tax
       - Current year                                                    21,991                  24,086
       - (Over)/underprovision in respect of prior
         years                                                           (3,947)                  1,960
                                                                         18,044                  26,046



                                                     G-31
Appendix G


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                  Unaudited Pro Forma Financial Statements
                                                            Nine-month Period Ended September 30, 2009 and
                                                                             Year Ended December 31, 2008

                                                                                  Group
                                                                     Nine-month
                                                                     period ended        Year ended
                                                                  September 30, 2009  December 31, 2008
                                                                         $’000             $’000

       Deferred tax
       - Origination and reversal of temporary
         differences                                                      1,490                  14,650
       - Overprovision in respect of prior years                              -                      (9)
                                                                          1,490                  14,641
                                                                         19,534                  40,687


       Reconciliation of expected pro forma income tax to actual income tax
       Profit before taxation                                           324,410                316,993
       Less: Share of results of associates and jointly-
         controlled entities                                           (311,731)               (148,312)
       Profit before share of results of associates and
         jointly-controlled entities and taxation                        12,679                168,681
       Income tax using Singapore tax rate of 17% (2008:
         18%)                                                              2,155                 30,363
       Non-deductible expenses                                            29,671                  6,803
       Net income not subject to tax                                     (17,237)               (22,019)
       Deferred tax assets not recognized                                    786                  2,572
       Tax losses not available for carry-forward                          6,968                 16,978
       Foreign income taxed at different rates                             1,105                  2,009
       (Over)/underprovision in respect of prior years                    (3,947)                 1,951
       Income taxed at concessionary rate                                     33                      -
       Others                                                                  -                  2,030
                                                                         19,534                  40,687




                                                     G-32
Appendix G


                                                                CapitaMalls Asia Limited and its subsidiaries
                                                                  Unaudited Pro Forma Financial Statements
                                                            Nine-month Period Ended September 30, 2009 and
                                                                             Year Ended December 31, 2008


8      Earnings per share
       Basic and diluted earnings per share are based on:
                                                                                  Group
                                                                     Nine-month
                                                                     period ended        Year ended
                                                                  September 30, 2009  December 31, 2008
                                                                         $’000             $’000

       Net profit attributable to ordinary shareholders                  306,089                273,803


                                                                   Number of shares       Number of shares
                                                                        2009                   2008
                                                                       (’000)                 (’000)

       Issued ordinary shares at January 1,                            3,884,000              2,819,894
       Issue of ordinary shares during the year                                -                259,085
       Weighted average number of shares at
        September 30,/December 31,                                     3,884,000              3,078,980

       For purposes of earnings per share computation, the number of shares as at December 31, 2008 and
       September 30, 2009 comprise the ordinary shares in the Company and the number of shares issued as a
       result of the Corporate Reorganization and the Change in Capital Structure.
       The number of ordinary shares issued arising from the Change in Capital Structure amounted to
       2,884,000,000 (at a value of $1.25 per share).




                                                    G-33
(This page intentionally left blank)
Appendix H


               LIST OF SUBSIDIARIES AND CERTAIN ASSOCIATED COMPANIES AND
                              JOINTLY-CONTROLLED ENTITIES(1)
                                                                                           Principal
                                                 Effective Ownership     Country of        Place of        Principal
No.                    Name                     Interest/Voting Power   Incorporation      Business        activities
      Subsidiaries
1.    CapitaLand Retail China Pte. Ltd.               100.00%            Singapore        Singapore       Investment
                                                                                                            Holding
2.    CapitaRetail China Investments                  100.00%            Singapore        Singapore       Investment
      Pte. Ltd.                                                                                             Holding
3.    CapitaLand SZITIC (Shenzhen) Property           51.00%                China           China          Property
      Management Co., Ltd.                                                                                Management
4.    Chongqing Zhongshan Huihua Investment           51.00%                China           China          Property
      Co., Ltd.                                                                                           Investment
5.    Foshan City Nanhai SZITIC Commercial            51.00%                China           China          Property
      Property Co., Ltd.                                                                                  Investment
6.    Zhangzhou SZITIC Commercial Property            51.00%                China           China          Property
      Co., Ltd.                                                                                           Investment
7.    Maoming City SZITIC Commercial                  51.00%                China           China          Property
      Property Co., Ltd.                                                                                  Investment
8.    Hunan SZITIC Commercial Property                51.00%                China           China          Property
      Development Co., Ltd.                                                                               Investment
9.    CapitaLand Retail RECM Pte. Ltd.                100.00%            Singapore        Singapore       Investment
                                                                                                            Holding
10. CapitaLand Retail (Shanghai)                      100.00%               China            China         Property
    Management & Consulting Co.,                                                                          Management
    Ltd.
11. Retail Crown Pte. Ltd.                            100.00%            Singapore        Singapore       Investment
                                                                                                           Holding
12. CapitaLand Retail (Beijing) Facilities &          100.00%               China            China          Project
    Projects Consulting                                                                                   Management
    Co., Ltd.
13. Kaimao (Beijing) Investment &                     100.00%               China            China         Property
    Consulting Co., Ltd.                                                                                  Management
14. CapitaLand Retail India Pte. Ltd.                 100.00%            Singapore        Singapore       Investment
                                                                                                            Holding
15. CapitaLand Retail India Investments Pte.          100.00%            Singapore        Singapore       Investment
    Ltd.                                                                                                    Holding
16. CapitaLand Retail Property Management             100.00%               India            India         Property
    India Private Limited                                                                                 Management
17. Ivory Investments Limited                         100.00%             Mauritius        Mauritius      Investment
                                                                                                            Holding
18. CapitaLand   Retail (BJ) Investments Pte.         100.00%            Singapore        Singapore       Investment
    Ltd.                                                                                                    Holding
19. CapitaLand   Retail (SI) Investments Pte.         100.00%            Singapore        Singapore       Investment
    Ltd.                                                                                                    Holding
20. CapitaLand   Retail (BJ1) Holdings                100.00%            Singapore        Singapore       Investment
    Pte. Ltd.                                                                                               Holding
21. CapitaLand   Retail BJ1(M) Limited                100.00%             Mauritius        Mauritius      Investment
                                                                                                            Holding
22. CapitaLand Retail Singapore Investments           100.00%            Singapore        Singapore       Investment
    Pte. Ltd.                                                                                               Holding
23. CapitaLand Retail Japan Investments Pte.          100.00%            Singapore        Singapore       Investment
    Ltd.                                                                                                    Holding
24. CapitaLand Retail Hong Kong                       100.00%            Singapore        Singapore       Investment
    Investments Pte. Limited                                                                                Holding
25. CapitaLand Retail Hong Kong                       100.00%           British Virgin   British Virgin   Investment
    Investments Two (BV) Limited                                           Islands          Islands         Holding
26. CapitaLand Retail Project Management              100.00%            Singapore        Singapore         Project
    Pte. Limited                                                                                          Management


                                                        H-1
Appendix H


                                                                                           Principal
                                                 Effective Ownership     Country of        Place of         Principal
No.                    Name                     Interest/Voting Power   Incorporation      Business         activities
27. Clarke Quay Pte Ltd                               100.00%            Singapore        Singapore         Property
                                                                                                           Investment
28. Plaza Singapura (Private) Limited                 100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
29. CapitaLand Retail Management                      100.00%            Singapore        Singapore       Management
    Pte Ltd                                                                                                 Services
30. CapitaLand Retail Management                      100.00%               Japan            Japan          Property
    Kabushiki Kaisha                                                                                      Management
31. Pyramex Investments Pte Ltd                       100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
32. Wealthy Victory Investments                       100.00%           British Virgin   British Virgin    Investment
    Limited                                                                Islands          Islands          Holding
33. Premier Healthcare Services International         100.00%            Singapore        Singapore        Investment
    Pte Ltd                                                                                                  Holding
34. Albert Complex Pte Ltd                            100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
35. CapitaLand Retail Investments                     100.00%            Singapore        Singapore        Investment
    (SY) Pte. Ltd.                                                                                           Holding
36. Capita Card Pte. Ltd.                             100.00%            Singapore        Singapore       Promotion of
                                                                                                            co-brand
                                                                                                              cards
37. CapitaLand Retail Singapore Investments           100.00%            Singapore        Singapore        Investment
    Two Pte. Ltd.                                                                                            Holding
38. CapitaLand Retail (MY) Pte. Ltd.                  100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
39. Retail Galaxy Pte. Ltd.                           100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
40. Pronto Investment One Pte. Ltd.                   100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
41. Gain 888 Investments Pte. Ltd.                    100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
42. Mutual Streams Sdn. Bhd.(2)                       100.00%             Malaysia         Malaysia         Property
                                                                                                           Investment
43. Vast Winners Sdn. Bhd.(3)                         100.00%             Malaysia         Malaysia         Property
                                                                                                           Investment
44. Luxury Ace Sdn. Bhd.                              100.00%             Malaysia         Malaysia        Investment
                                                                                                             Holding
45. CapitaRetail Gurney Sdn. Bhd.                     100.00%             Malaysia         Malaysia         Property
                                                                                                           Investment
46. Victoria City Pte Ltd                             100.00%            Singapore        Singapore        Investment
                                                                                                             Holding
47. CapitaLand Retail Trustee Pte.                    100.00%            Singapore        Singapore        Investment
    Ltd.                                                                                                     Holding
48. CapitaRetail China Fund Management                100.00%            Singapore        Singapore           Fund
    Pte. Ltd.                                                                                             Management
49. CapitaMall Trust Management Limited               100.00%            Singapore        Singapore           REIT
                                                                                                          Management
50. CapitaRetail Singapore                            100.00%            Singapore        Singapore           Fund
    Management Pte. Ltd.                                                                                  Management
51. Retail RECM (BVI) Limited                        100.00%            British Virgin   British Virgin    Investment
                                                                           Islands          Islands          Holding
52. CapitaRetail China Trust                          100.00%            Singapore        Singapore           REIT
    Management Limited                                                                                    Management
53. CapitaRetail (Beijing) Investment                 100.00%               China            China        Management
    Consulting Co., Ltd.                                                                                  Consultancy
54. CapitaRetail India Fund                           100.00%            Singapore        Singapore           Fund
    Management Pte. Ltd.                                                                                  Management


                                                        H-2
Appendix H


                                                                                                                 Principal
                                                              Effective Ownership          Country of            Place of             Principal
No.                         Name                             Interest/Voting Power        Incorporation          Business             activities
55. One Trustee Pte. Ltd.                                           100.00%                 Singapore            Singapore         Investment
                                                                                                                                     holding
56. CapitaRetail Malaysia REIT                                      100.00%                 Malaysia             Malaysia             REIT
    Management Sdn. Bhd.                                                                                                           Management
57. CapitaRetail Japan Fund Management                              100.00%                 Singapore            Singapore            Fund
    Private Limited                                                                                                                Management
58. CapitaLand Retail Malaysia Sdn.                                 100.00%                 Malaysia             Malaysia            Project
    Bhd.                                                                                                                           Management
59. One Trust                                                       100.00%                 Singapore            Singapore         Investment
                                                                                                                                     Holding

      Associated Companies/Entities
60. CapitaRetail China Incubator Fund                                30.00%                 Singapore            Singapore          Property
                                                                                                                                   Investment
61. CapitaRetail China Development                                   45.00%                 Singapore            Singapore          Property
    Fund                                                                                                                           Investment
62. CapitaRetail China Development Fund II                           45.00%                 Singapore            Singapore          Property
                                                                                                                                   Investment
63. CapitaRetail China Trust                                         26.99%                 Singapore            Singapore            REIT
64. Horizon Realty Fund, LLC                                         21.43%                 Mauritius            Mauritius         Investment
                                                                                                                                     Holding
65. CapitaRetail India Development                                   45.45%                 Singapore            Singapore         Investment
    Fund                                                                                                                             Holding
66. Bugis City Holdings Pte Ltd                                      49.50%                 Singapore            Singapore         Investment
    (Under Voluntary liquidation)(4)                                                                                                 Holding
67. CapitaRetail Japan Fund Private Limited                          26.29%                 Singapore            Singapore         Investment
                                                                                                                                     Holding
68. CapitaMall Trust                                                 29.86%                 Singapore            Singapore            REIT
69. CapitaLand (RCS) Property Management                             40.00%                 Singapore            Singapore          Property
    Pte. Ltd.                                                                                                                      Management

      Jointly Controlled Entities
70. CapitaLand Hualian Management                                    50.00%                   China                China            Property
    & Consulting (Beijing) Co., Ltd.                                                                                               Management
71. CapitaLand Retail Prestige Mall                                  50.00%                    India               India            Property
    Management Private Limited                                                                                                     Management
72. Orchard Turn Holding Pte. Ltd.                                   50.00%                 Singapore            Singapore         Investment
                                                                                                                                     Holding

Notes:
(1) Assumes that the Corporate Reorganization has been completed.
(2) We hold the economic interest of this entity, as Pronto Investment One Pte. Ltd. holds the subordinated notes issued by Mutual Streams Sdn.
    Bhd.
(3) We hold the economic interest of this entity, as Gain 888 Investments Pte. Ltd. holds the subordinated notes issued by Vast Winners Sdn.
    Bhd.
(4) We hold a 30.00% stake in the issued and paid-up share capital of this entity and an economic interest of 19.50% in the issued share capital of
    this entity pursuant to participatory rights in a share charge over the issued share capital of this entity.




                                                                      H-3
(This page intentionally left blank)
      Appendix I

                                                                         DETAILS OF OUR PROPERTY INTERESTS
      We have set out in the table below certain details of our retail property interests and which we also manage. This Appendix should be read together with the description
      under “Types of property interest” and the risk factors relating to the properties. We have identified in this table our properties that are completed and those which are in
      various stages of development.
                                                                                                     Singapore
                                            Location         Holding       Effective      Status        GFA           NLA             Tenure                                    Valuation
                                                              Entity        Stake          (as of     (sq. ft.)      (sq. ft.)        (Years)         Valuation1    Valuation       Valuation        Independent
                                                                                       June 30, 2009)                 (as of                        (December 1, (June 1, 2009)2   Methodology          Valuer
                                                                                                                                                             2
                                                                                                                  June 30, 2009)                        2008)      (S$ million)  (2009 Valuation)
                                                                                                                                                     (S$ million)
      1.       Funan DigitaLife Mall      North Bridge      CapitaMall     29.86%        Completed     482,102       297,740          99 years          3413          3253          Investment      December 2008:
                                             Road             Trust                                                                 Expiring in                                     Method and          CBRE4
                                                                                                                                   December 2078                                    Discounted        June 2009:
                                                                                                                                                                                     Cashflow        Knight Frank5
      2.     Junction 8 Shopping Centre      Bishan         CapitaMall     29.86%        Completed     376,740       246,721         99 years           5853          5693          Investment      December 2008:
                                                              Trust                                                                 Expiring in                                    Method and           CBRE4
                                                                                                                                    August 2090                                     Discounted        June 2009:
                                                                                                                                                                                     Cashflow        Knight Frank5




I-1
      3.           Tampines Mall            Tampines        CapitaMall     29.86%        Completed     474,432       328,335         99 years           7753          7723         Capitalization       CBRE4
                                             Central          Trust                                                                 Expiring in                                    Approach and
                                                                                                                                    August 2091                                     Discounted
                                                                                                                                                                                     Cashflow
      4.           IMM Building            Jurong East      CapitaMall     29.86%        Completed    1,426,166      940,177          60 years          6583          6443         Capitalization      CBRE4
                                                              Trust                                                                  Expiring in                                   Approach and
                                                                                                                                    January 2049                                    Discounted
                                                                                                                                                                                     Cashflow
      5.           Plaza Singapura        Orchard Road      CapitaMall     29.86%        Completed     764,342       497,973          Freehold         1,0003         9883         Investment       Knight Frank5
                                                              Trust                                                                                                                Method and
                                                                                                                                                                                   Discounted
                                                                                                                                                                                    Cashflow
      6.           Bugis Junction         Victoria Street   CapitaMall     29.86%        Completed     578,312       420,847          99 years          7983          7943          Investment      December 2008:
                                                              Trust                                                                  Expiring in                                    Method and          CBRE4
                                                                                                                                   September 2089                                   Discounted        June 2009:
                                                                                                                                                                                     Cashflow        Knight Frank5
      7.    Sembawang Shopping Centre      Sembawang        CapitaMall     29.86%        Completed     197,988       128,689         999 years          1373          1353         Investment       December 2008:
                                              Road            Trust                                                                 Expiring in                                    Method and           CBRE4
                                                                                                                                    March 2884                                     Discounted         June 2009:
                                                                                                                                                                                    Cashflow         Knight Frank5
      Appendix I

                                                                                                Singapore
                                                                                                                                                                            Valuation
                                            Location      Holding     Effective      Status        GFA           NLA             Tenure
                                                          Entity       Stake          (as of     (sq. ft.)      (sq. ft.)        (Years)        Valuation1    Valuation       Valuation          Independent
                                                                                  June 30, 2009)                 (as of                       (December 1, (June 1, 2009)2   Methodology            Valuer
                                                                                                             June 30, 2009)                       2008)2     (S$ million)  (2009 Valuation)
                                                                                                                                               (S$ million)
      8.    Jurong Entertainment Centre   Jurong East    CapitaMall   29.86%        Completed     275,570        N.A.            99 years         1233          1203           Capitalization      CBRE4
                                                           Trust                                                               Expiring in                                     Approach and
                                                                                                                              February 2090                                     Discounted
                                                                                                                                                                                 Cashflow
      9.           Hougang Plaza             Upper       CapitaMall   29.86%        Completed      79,648       70,849           99 years         503           383            Capitalization      CBRE4
                                           Serangoon       Trust                                                               Expiring in                                     Approach and
                                             Road                                                                             February 2090                                     Discounted
                                                                                                                                                                                 Cashflow
      10.      The Atrium@Orchard         Orchard Road   CapitaMall   29.86%        Completed     540,711       373,608         99 years          8503          7573            Investment      Knight Frank5
                                                           Trust                                                               Expiring in                                      Method and
                                                                                                                               August 2107                                      Discounted
                                                                                                                                                                                 Cashflow
      11.      Raffles City Singapore     North Bridge   CapitaMall   11.94%        Completed    3,452,426      782,767          99 years        2,6953        2,554            Investment      Knight Frank5
                                             Road          Trust                                                               Expiring in                 (May 22, 2009)         Method,




I-2
                                                                                                                                July 2078                                       Discounted
                                                                                                                                                                               Cashflow and
                                                                                                                                                                                   using
                                                                                                                                                                                Comparable
                                                                                                                                                                                   Sales
                                                                                                                                                                                Method as
                                                                                                                                                                                 reference
      12.     Lot One Shoppers’ Mall       Choa Chu      CapitaMall   29.86%        Completed     301,497       217,602          99 years         4333          4213           Capitalization   December 2008:
                                             Kang          Trust                                                               Expiring in                                     Approach and      Knight Frank5
                                                                                                                              November 2092                                     Discounted        June 2009:
                                                                                                                                                                                 Cashflow           CBRE4
      13.      Bukit Panjang Plaza6       Jelebu Road    CapitaMall   29.86%        Completed     215,259       148,432          99 years         2563          2473           Capitalization   December 2008:
                                                           Trust                                                               Expiring in                                     Approach and      Knight Frank5
                                                                                                                              November 2093                                     Discounted        June 2009:
                                                                                                                                                                                 Cashflow           CBRE4
      14.          Rivervale Mall          Rivervale     CapitaMall   29.86%        Completed     109,244       81,433           99 years         903           903            Capitalization   December 2008:
                                           Crescent        Trust                                                               Expiring in                                     Approach and      Knight Frank5
                                                                                                                              December 2096                                     Discounted        June 2009:
                                                                                                                                                                                 Cashflow           CBRE4
      Appendix I

                                                                                                              Singapore
                                                                                                                                                                                            Valuation
                                                  Location         Holding       Effective      Status            GFA           NLA            Tenure
                                                                    Entity        Stake          (as of         (sq. ft.)      (sq. ft.)       (Years)        Valuation1    Valuation       Valuation           Independent
                                                                                             June 30, 2009)                     (as of                      (December 1, (June 1, 2009)2   Methodology             Valuer
                                                                                                                            June 30, 2009)                      2008)2     (S$ million)  (2009 Valuation)
                                                                                                                                                             (S$ million)
      15.           Clarke Quay                  River Valley    Directly Held   100.00%       Completed        361,678        294,148         99 years          269           2603               Income         Colliers7
                                                    Road                                                                                      Expiring in                                      Capitalization
                                                                                                                                             January 2089                                       and Direct
                                                                                                                                                                                                Comparison
      16.   Orchard Turn             ION        Orchard Turn       Held with     50.00%        Completed        940,144        641,787        99 years         2,5318         2,4053,8         Capitalization     CBRE4
            Development             Orchard                      joint-venture                                                               Expiring in    (December 31, (June 30, 2009)       Approach
                                                                    partner                                                                  March 2105         2008)
                                      The          Orchard         Held with                    Under           411,615         N.A.                            N.A.           N.A.9               N.A.            N.A.
                                    Orchard       Boulevard      joint-venture               Development
                                   Residences                       partner
      17.            One-North                  Vista Xchange,   Directly Held   100.00%        Under           258,336         N.A.           60 years         N.A.           393,10          Residual Land      CBRE4
                                                   one-north                                 Development                                      Expiring in                                         Method
                                                                                                                                             October 2067




I-3
                           Total                                                                              11,246,210      5,471,108
      Appendix I

                                                                                                           China
                                                                                                                                                                                           Valuation
                                         Location        Holding Entity   Effective      Status          GFA           NLA             Tenure11
                                                                           Stake          (as of       (sq. ft.)      (sq. ft.)                        Valuation1     Valuation         Valuation         Independent
                                                                                      June 30, 2009)                   (as of                         (December 1, (June 1, 2009)2     Methodology           Valuer
                                                                                                                   June 30, 2009)                        2008)2    (RMB million)     (2009 Valuation)
                                                                                                                                                     (RMB million)

      18.    Gaoxin Mall • Weifang    Gaoxin District,    CapitaRetail    45.00%        Completed      526,855        377,541         Expiring in         216            226            Investment          DTZ12
                                         Weifang             China                                                                   October 2044                                         Method
                                                          Development
                                                             Fund
      19.    Chengnanyuan Mall •       Qing Yun Pu        CapitaRetail    45.00%        Completed      490,914        404,401        Expiring in          212            224              Direct            DTZ12
                  Nanchang               District,           China                                                                  February 2045                                      Capitalization
                                        Nanchang          Development
                                                             Fund
      20.    Jinniu Mall • Chengdu    Jinniu District,    CapitaRetail    45.00%        Completed      623,063        505,077         Expiring in         364           3733              Direct            DTZ12
                                         Chengdu             China                                                                   October 2044                   (September 1,       Comparison
                                                          Development                                                                                                   2009)           and Direct
                                                             Fund                                                                                                                      Capitalization
             Jinniu Mall • Chengdu    Jinniu District,    CapitaRetail    45.00%         Under         954,476         N.A.           Expiring in        N.A.            114             Residual           DTZ12
                   (Phase II)            Chengdu             China                    Development                                    October 2044                                        Approach




I-4
                                                          Development                                                                                                                   and Direct
                                                             Fund                                                                                                                       Comparison
      21. Jiangbin Mall • Quanzhou       Licheng          CapitaRetail    45.00%        Completed      463,885        319,459        Expiring in          214            216              Direct            DTZ12
                                         District,           China                                                                  February 2045                                      Capitalization
                                        Quanzhou          Development
                                                             Fund
      22. Fucheng Mall • Mianyang        Fucheng          CapitaRetail    45.00%        Completed      503,777        373,027         Expiring in         207            209               Direct           DTZ12
                                         District,           China                                                                  September 2044                                   Capitalization and
                                         Mianyang         Development                                                                                                                Direct Comparison
                                                             Fund
            Fucheng Mall • Mianyang      Fucheng          CapitaRetail    45.00%         Under         301,392         N.A.           Expiring in        N.A.            56              Residual           DTZ12
                   (Phase II)            District,           China                    Development                                     June 2047                                          Approach
                                         Mianyang         Development                                                                                                                   and Direct
                                                             Fund                                                                                                                       Comparison
      23.     Liuquan Mall • Zibo       Zhangdian         CapitaRetail    45.00%        Completed      452,023        317,060        Expiring in          219            227              Direct            DTZ12
                                         District,           China                                                                   March 2045                                        Capitalization
                                          Zibo            Development
                                                             Fund
      24. Chikan Mall • Zhanjiang     Chikan District,    CapitaRetail    45.00%        Completed      508,771        358,029        Expiring in          260            260               Direct           DTZ12
                                        Zhanjiang            China                                                                  December 2044                                    Capitalization and
                                                          Development                                                                                                                Direct Comparison
                                                             Fund
      Appendix I


                                                                                                             China
                                                                                                                                                                                                    Valuation
                                        Location        Holding Entity   Effective       Status           GFA            NLA               Tenure11
                                                                          Stake           (as of         (sq. ft.)      (sq. ft.)                              Valuation1     Valuation         Valuation         Independent
                                                                                      June 30, 2009)                     (as of                               (December 1, (June 1, 2009)2     Methodology           Valuer
                                                                                                                     June 30, 2009)                              2008)2    (RMB million)     (2009 Valuation)
                                                                                                                                                             (RMB million)

      25. Weiyang Mall • Yangzhou       Weiyang          CapitaRetail     45.00%        Completed        565,498        375,631            Expiring in            325            300               Direct           DTZ12
                                         District,          China                                                                     July 2039/April 2045                                   Capitalization and
                                        Yangzhou         Development                                                                                                                         Direct Comparison
                                                            Fund
      26. Nancheng Mall • Dongguan      Nancheng         CapitaRetail     45.00%        Completed        478,880        353,407           Expiring in             313            315               Direct           DTZ12
                                         District,          China                                                                        January 2055                                        Capitalization and
                                        Dongguan         Development                                                                                                                         Direct Comparison
                                                            Fund
      27. Taohualun Mall • Yiyang        Heshan          CapitaRetail     45.00%        Completed        358,624        250,418           Expiring in            N.A.            178               Direct           DTZ12
                                         District,          China                                                                         June 2045                                          Capitalization and
                                         Yiyang          Development                                                                                                                         Direct Comparison
                                                            Fund
      28. Duanzhou Mall • Zhaoqing      Duanzhou         CapitaRetail     45.00%        Completed        482,658        350,138           Expiring in            N.A.            235               Direct           DTZ12
                                         District,          China                                                                         May 2055                                           Capitalization and
                                        Zhaoqing         Development                                                                                                                         Direct Comparison




I-5
                                                            Fund
      29.     Nanan Mall • Yibin         Cuiping         CapitaRetail     45.00%        Completed        404,382        295,114           Expiring in             185            186               Direct           DTZ12
                                      District, Yibin       China                                                                         May 2045                                           Capitalization and
                                                         Development                                                                                                                         Direct Comparison
                                                            Fund
      30.   Jingyang Mall • Deyang   Hedong District,    CapitaRetail     45.00%        Completed        427,094        319,738          Expiring in             N.A.            215               Direct           DTZ12
                                        Deyang              China                                                                       November 2045                                        Capitalization and
                                                         Development                                                                                                                         Direct Comparison
                                                            Fund
      31.   Yushan Mall • Kunshan     Yushan Town,       CapitaRetail     45.00%        Completed        426,201        286,936           Expiring in             250            252               Direct           DTZ12
                                        Kunshan             China                                                                         May 2045                                           Capitalization and
                                                         Development                                                                                                                         Direct Comparison
                                                            Fund
      32.   Anyang Mall • Anyang         Beiguan         CapitaRetail     45.00%     Under Development   390,765         N.A.             Expiring in            N.A.            108         Residual Approach      DTZ12
                                         District,          China                                                                         March 2046                                             and Direct
                                         Anyang          Development                                                                                                                            Comparison
                                                            Fund
      Appendix I


                                                                                                                 China
                                                                                                                                                                                                     Valuation
                                          Location         Holding Entity   Effective       Status            GFA           NLA            Tenure11
                                                                             Stake           (as of         (sq. ft.)      (sq. ft.)                        Valuation1        Valuation             Valuation         Independent
                                                                                         June 30, 2009)                     (as of                         (December 1,    (June 1, 2009)2         Methodology           Valuer
                                                                                                                        June 30, 2009)                        2008)2       (RMB million)         (2009 Valuation)
                                                                                                                                                          (RMB million)

      33.   Xinxiang Mall • Xinxiang       Hongqi           CapitaRetail     45.00%     Under Development   410,033         N.A.          Expiring in         N.A.               120            Residual Approach       DTZ12
                                          District,            China                                                                     November 2045                                              and Direct
                                          Xinxiang          Development                                                                                                                            Comparison
                                                               Fund
      34.     Tiantongyuan Mall •         Changping         CapitaRetail     45.00%     Under Development   598,199         N.A.             N.A.13           N.A.               6103              Capitalization       CBRE4
                    Beijing                District,           China                                                                                                         (September 1,         Approach and
                                           Beijing          Development                                                                                                          2009)          Discounted Cashflow
                                                               Fund
      35.    Cuiwei Mall • Beijing         Haidian          CapitaRetail     45.00%     Under Development   606,694         N.A.          Commercial:         N.A.               9603              Capitalization       CBRE4
                                       District, Beijing       China                                                                      Expiring in                     (September 1, 2009)      Approach and
                                                            Development                                                                    May 2046                                             Discounted Cashflow
                                                               Fund                                                                       Underground
                                                                                                                                            carpark:
                                                                                                                                          Expiring in
                                                                                                                                           May 2056




I-6
      36.   Zhongshan Mall • Wuhan     Qiaokou District,    CapitaRetail     45.00%     Under Development   1,146,754       N.A.           Expiring in        N.A.               388            Residual Approach       DTZ12
                                           Wuhan               China                                                                       June 2044                                                and Direct
                                                            Development                                                                                                                            Comparison
                                                              Fund II
      37.     Aidemengdun Mall •        Daoli District,     CapitaRetail     45.00%     Under Development   472,012         N.A.           Expiring in        N.A.               262            Residual Approach       DTZ12
                   Harbin                  Harbin              China                                                                     September 2042                                             and Direct
                                                            Development                                                                                                                            Comparison
                                                              Fund II
      38.    Tianfu Mall • Chengdu     Gaoxin District,     CapitaRetail     45.00%     Under Development   1,480,808       N.A.          Expiring in         N.A.               2843            Residual Cashflow      CBRE4
                                          Chengdu              China                                                                     February 2048                       (September 1,            Analysis
                                                            Development                                                                                                          2009)               and Direct
                                                              Fund II                                                                                                                               Comparison
      39.   Xindicheng Mall • Xi’an     Yanta District      CapitaRetail     45.00%     Under Development   1,015,282       N.A.          Expiring in         N.A.               248            Residual Approach       DTZ12
                                           Xi’an               China                                                                     December 2043                                              and Direct
                                                            Development                                                                                                                            Comparison
                                                              Fund II
      40.     Xuefu Mall • Harbin         Nangang           CapitaRetail     45.00%     Under Development   1,040,179       N.A.          Expiring in         N.A.               346            Residual Approach       DTZ12
                                       District, Harbin        China                                                                     December 2045                                              and Direct
                                                            Development                                                                                                                            Comparison
                                                              Fund II
      Appendix I


                                                                                                                 China
                                                                                                                                                                                                    Valuation
                                        Location         Holding Entity   Effective       Status            GFA           NLA            Tenure11
                                                                           Stake           (as of         (sq. ft.)      (sq. ft.)                        Valuation1        Valuation             Valuation         Independent
                                                                                       June 30, 2009)                     (as of                         (December 1,    (June 1, 2009)2         Methodology           Valuer
                                                                                                                      June 30, 2009)                        2008)2       (RMB million)         (2009 Valuation)
                                                                                                                                                        (RMB million)

      41.   Ximao Mall • Beijing         Haidian          CapitaRetail     45.00%     Under Development   727,560          N.A.         Commercial:         N.A.               9833              Capitalization       CBRE4
                                     District, Beijing       China                                                                       Expiring in                       (September 1,         Approach and
                                                          Development                                                                   January 2043                           2009)          Discounted Cashflow
                                                            Fund II                                                                     Underground
                                                                                                                                          carpark:
                                                                                                                                         Expiring in
                                                                                                                                        January 2053
      42.   Longzhimeng Hongkou         Hongkou           CapitaRetail     22.50%     Under Development   2,424,128        N.A.          Expiring in        N.A.              3,4503           Residual Approach      DTZ12
                                        District,            China                                                                     September 2057                      (September 1,           and Direct
                                        Shanghai          Development                                                                                                          2009)             Capitalization
                                                            Fund II
      43.   Longzhimeng Minhang     Minhang District,     CapitaRetail     22.50%     Under Development   1,565,570        N.A.         Expiring in         N.A.              1,2303           Residual Approach      DTZ12
                                       Shanghai              China                                                                     December 2053                       (September 1,           and Direct
                                                          Development                                                                                                          2009)             Capitalization
                                                            Fund II




I-7
      44.    Taiyanggong Mall •     Chaoyang District,    CapitaRetail     45.00%     Under Development   900,850          N.A.         Expiring in         N.A.               6033           Residual Cashflow       CBRE4
                   Beijing              Beijing              China                                                                      August 2044                     (September 1, 2009)   Analysis and Direct
                                                          Development                                                                                                                            Comparison
                                                            Fund II
      45.     Shapingba Mall •         Shapingba          CapitaRetail     30.00%        Completed        450,764        288,814        Master Lease         99               N.A.14                 N.A.             DTZ12
                 Chongqing              District,            China                                                                      Expiring in
                                       Chongqing           Incubator                                                                   December 2023
                                                             Fund
      46.     TianjinOne Mall •       Hexi District,      CapitaRetail     30.00%        Completed        638,359        430,864         Expiring in         606               608                   Direct           DTZ12
                   Tianjin              Tianjin              China                                                                     September 2054                                          Capitalization and
                                                           Incubator                                                                                                                           Direct Comparison
                                                             Fund
      47.    Peace Plaza • Dalian       Shahekou          CapitaRetail     30.00%        Completed        1,696,148      1,099,345      Expiring in         1,610             1,6103           Direct Comparison      DTZ12
                                         District,           China                                                                     November 2035                       (September 1,           and Direct
                                         Dalian            Incubator                                                                                                           2009)             Capitalization
                                                             Fund
      48. Shawan Mall • Chengdu          Jinniu           CapitaRetail     30.00%          Under          415,620          N.A.         Commercial:         N.A.               3313                  Direct           DTZ12
                                        District,            China                      Development                                      Expiring in                       (September 1,       Capitalization and
                                        Chengdu            Incubator                                                                    January 2046                           2009)           Direct Comparison
                                                             Fund                                                                       Underground
                                                                                                                                          carpark:
                                                                                                                                         Expiring in
                                                                                                                                        January 2076
      Appendix I


                                                                                                            China
                                                                                                                                                                                                Valuation
                                       Location         Holding Entity   Effective      Status         GFA             NLA               Tenure11
                                                                          Stake          (as of       (sq. ft.)       (sq. ft.)                          Valuation1     Valuation           Valuation          Independent
                                                                                     June 30, 2009)                    (as of                           (December 1, (June 1, 2009)2       Methodology            Valuer
                                                                                                                   June 30, 2009)                          2008)2    (RMB million)       (2009 Valuation)
                                                                                                                                                       (RMB million)

      49.   Rizhao Mall • Rizhao      Junction of        CapitaRetail     30.00%         Under        833,758           N.A.            Expiring in        N.A.           N.A.15               N.A.               N.A.
                                      Haiqu East            China                     Development                                      November 2043
                                       Road and           Incubator
                                     Qingdao Road           Fund
      50. Jinshui Mall • Zhengzhou     Zhongzhou         CapitaRetail     30.00%         Under        583,032           N.A.            Expiring in        N.A.           N.A.15               N.A.               N.A.
                                         Road,              China                     Development                                        July 2045
                                       Zhengzhou          Incubator
                                                            Fund
      51. Wangjing Mall • Beijing      Chaoyang          CapitaRetail     26.99%       Completed      728,164          597,790          Expiring in        1,2203          1,216           Capitalization       December
                                        District           China                                                                        May 2043/                        (June 30,         Approach and        2008: Knight
                                        Beijing             Trust                                                                       May 2053                           2009)        Discounted Cashflow       Frank16
                                                                                                                                                                                                                June 2009:
                                                                                                                                                                                                                  CBRE4
      52.   Jiulong Mall • Beijing     Chaoyang          CapitaRetail     26.99%       Completed      533,098          533,098          Expiring in        4503             446            Capitalization     December 2008:
                                        District,          China                                                                         July 2042                    (June 30, 2009)      Approach and           Knight




I-8
                                        Beijing             Trust                                                                                                                       Discounted Cashflow       Frank16
                                                                                                                                                                                                                June 2009:
                                                                                                                                                                                                                  CBRE4
      53. Anzhen Mall • Beijing17      Chaoyang          CapitaRetail     26.99%       Completed      467,610          467,610          Expiring in        8263             822            Capitalization     December 2008:
                                        District,          China                                                                       October 2034/                     (June 30,         Approach and           Knight
                                        Beijing             Trust                                                                      March 2042/                         2009)        Discounted Cashflow       Frank16
                                                                                                                                        June 2042                                                               June 2009:
                                                                                                                                                                                                                  CBRE4
      54.   Qibao Mall • Shanghai       Minhang          CapitaRetail     26.99%       Completed      782,855          548,889          Master Lease       3323             331            Capitalization     December 2008:
                                        District,          China                                                                         Expiring in                     (June 30,         Approach and           Knight
                                        Shanghai            Trust                                                                       January 2024                       2009)        Discounted Cashflow       Frank16
                                                                                                                                                                                                                June 2009:
                                                                                                                                                                                                                  CBRE4
      55.     Zhengzhou Mall •        Erqi District,     CapitaRetail     26.99%       Completed      994,120          994,120          Expiring in        5173             505            Capitalization     December 2008:
                 Zhengzhou             Zhengzhou           China                                                                        May 2042                         (June 30,         Approach and           Knight
                                                            Trust                                                                                                          2009)        Discounted Cashflow       Frank16
                                                                                                                                                                                                                June 2009:
                                                                                                                                                                                                                  CBRE4
      56.   Saihan Mall • Huhhot     Saihan District,    CapitaRetail     26.99%       Completed      451,421          266,474          Expiring in        2993             288            Capitalization     December 2008:
                                         Huhhot            China                                                  (For Phase I only)    March 2041                       (June 30,         Approach and           Knight
                                                            Trust                                                                                                          2009)        Discounted Cashflow       Frank16
                                                                                                                                                                                                                June 2009:
                                                                                                                                                                                                                  CBRE4
      Appendix I


                                                                                                                 China
                                                                                                                                                                                                  Valuation
                                      Location          Holding Entity         Effective      Status         GFA            NLA            Tenure11
                                                                                Stake          (as of       (sq. ft.)      (sq. ft.)                        Valuation1     Valuation          Valuation           Independent
                                                                                           June 30, 2009)                   (as of                         (December 1, (June 1, 2009)2      Methodology             Valuer
                                                                                                                        June 30, 2009)                        2008)2    (RMB million)      (2009 Valuation)
                                                                                                                                                          (RMB million)

      57.   Xinwu Mall • Wuhu       Xinwu District,   Joint venture between    35.81%        Completed      491,204        407,622         Expiring in        1313             130           Capitalization     December 2008:
                                        Wuhu               CapitaRetail                                                                    May 2044                         (June 30,        Approach and       Knight Frank16
                                                              China                                                                                                           2009)       Discounted Cashflow     June 2009:
                                                      Trust and CapitaRetail                                                                                                                                        CBRE4
                                                              China
                                                          Development
                                                              Fund
      58. Xizhimen Mall • Beijing    Xizhimenwai           CapitaRetail        26.99%        Completed      894,216        481,872        Underground         1,8983          1,886        Direct Comparison     December 2008:
                                       Avenue,               China                                                                       commercial and                     (June 30,       and Discounted           CBRE4
                                       Beijing                Trust                                                                        retail use:                        2009)            Cashflow         June 2009: Knight
                                                                                                                                           Expiring in                                                               Frank16
                                                                                                                                          August 2044
                                                                                                                                           Integrated
                                                                                                                                              use:
                                                                                                                                           Expiring in
                                                                                                                                          August 2054




I-9
      59.    Jiulongpo Mall •         Jiulongpo           Directly Held        73.05%        Completed      464,650        420,632         Expiring in         251           2553          Direct Comparison         DTZ12
                Chongqing              District,           jointly with                                                                   October 2042                   (September 1,         and Direct
                                      Chongqing           CapitaRetail                                                                                                       2009)           Capitalization
                                                              China
                                                          Development
                                                               Fund
      60.    Yuhuating Mall •       Yuhua District,       Directly Held        73.05%        Completed      644,053        506,220        Expiring in          379           3833          Direct Comparison         DTZ12
                Changsha              Changsha             jointly with                                                                   March 2044                     (September 1,         and Direct
                                                          CapitaRetail                                                                                                       2009)           Capitalization
                                                              China
                                                          Development
                                                               Fund
      61. Maonan Mall • Maoming       Maogang             Directly Held        73.05%        Completed      407,762        297,280        Expiring in          189           1903          Direct Comparison         DTZ12
                                      District,            jointly with                                                                  November 2044                   (September 1,         and Direct
                                      Maoming             CapitaRetail                                                                                                       2009)           Capitalization
                                                              China
                                                          Development
                                                               Fund
       Appendix I


                                                                                                                 China
                                                                                                                                                                                                Valuation
                                          Location          Holding Entity   Effective      Status          GFA             NLA            Tenure11
                                                                              Stake          (as of        (sq. ft.)       (sq. ft.)                       Valuation1     Valuation         Valuation        Independent
                                                                                         June 30, 2009)                     (as of                        (December 1, (June 1, 2009)2     Methodology          Valuer
                                                                                                                        June 30, 2009)                       2008)2    (RMB million)     (2009 Valuation)
                                                                                                                                                         (RMB million)

       62. Guicheng Mall • Foshan          Nanhai            Directly Held    73.05%       Completed       528,189         379,092        Expiring in         334            3393        Direct Comparison      DTZ12
                                           District,          jointly with                                                                August 2044                    (September 1,       and Direct
                                           Foshan            CapitaRetail                                                                                                    2009)         Capitalization
                                                                 China
                                                             Development
                                                                  Fund
       63.    Xiangcheng Mall •           Xiangcheng         Directly Held    73.05%       Completed       421,626         323,166        Expiring in         213             2143       Direct Comparison      DTZ12
                 Zhangzhou            District, Zhangzhou     jointly with                                                               December 2043                   (September 1,       and Direct
                                                             CapitaRetail                                                                                                    2009)         Capitalization
                                                                 China
                                                             Development
                                                                  Fund
       64. Raffles City • Shanghai    Huangpu District,      Raffles City     8.38%        Completed      1,502,578       1,186,591       Expiring in       4,8563         4,783         Direct Comparison     CBRE18
                                         Shanghai              China                                                                      April 2045     (December 31, (May 15, 2009)
                                                                Fund                                                                                         2008)




I-10
       65.   Raffles City • Beijing       Dongcheng          Raffles City     15.00%       Completed      1,171,717        681,953          Retail:          2,2763         2,276        Direct Comparison     Savills19
                                           District,           China                                                                      Expiring in    (December 31,     (May 15,
                                           Beijing              Fund                                                                      April 2046         2008)          2009)
                                                                                                                                          Integrated
                                                                                                                                            use and
                                                                                                                                           car park:
                                                                                                                                          Expiring in
                                                                                                                                          April 2056
       66. Raffles City • Chengdu      Wuhou District,       Raffles City     15.00%         Under        3,317,01320       N.A.          Expiring in        N.A.           1,360        Direct Comparison     CBRE18
                                         Chengdu               China                      Development                                    December 2046                     (May 15,
                                                                Fund                                                                                                        2009)
       67. Raffles City • Hangzhou      Qianjiang New        Raffles City     15.00%         Under        4,225,15020       N.A.          Expiring in        N.A.           1,90010      Direct Comparison     CBRE18
                                            Town,              China                      Development                                     March 2049                       (May 15,
                                          Hangzhou              Fund                                                                                                         2009)
                     Total                                                                                43,390,434      14,797,408
       Appendix I

                                                                                                     Malaysia
                                   Location      Holding Entity   Effective      Status                      NLA            Tenure
                                                                   Stake          (as at       GFA          (sq. ft.)       (Years)                               Valuation
                                                                              June 30, 2009) (sq. ft.)       (as at                                                 Valuation        Independent
                                                                                                         June 30, 2009)                   Valuation  Valuation    Methodology           Valuer
                                                                                                                                        (December 1, (June 1,         (2009
                                                                                                                                            2008)     2009)2        Valuation)
                                                                                                                                         (Malaysian (Malaysian
                                                                                                                                           Ringgit    Ringgit
                                                                                                                                           million)   million)
       68.    Gurney Plaza         Persiaran     Directly Held    100.00%       Completed    1,106,936      705,292        Freehold         805        8203           Income             PPC
                                   Gurney,                                                                                                                         Capitalization   International21
                                    Penang                                                                                                                        and Comparison
                                                                                                                                                                      Method
       69. Mines Shopping Fair      Jalan         Held through    100.00%       Completed    1,257,097      713,635        99 years         —          5053           Income        November 2009:
                                   Dulang,        subordinated                                                            Expiring in              (November 1,    Capitalization     CBRE4 and
                                   Selangor          notes                                                                March 2091                  2009)       and Comparison      Regroup22
                                                                                                                                                                      Method
       70. Sungei Wang Plaza23    Jalan Sultan    Held through    100.00%       Completed     511,107       445,636        Freehold         —          7003           Income        November 2009:
                                 Ismail, Kuala    subordinated                                                                                     (November 1,    Capitalization     CBRE4 and
                                    Lumpur           notes                                                                                            2009)       and Comparison      Regroup22




I-11
                                                                                                                                                                      Method
                  Total                                                                      2,875,140     1,864,563
       Appendix I

                                                                                                                 Japan
                                                                                                                                                                              Valuation
                                   Location         Holding Entity   Effective      Status           GFA           NLA          Tenure
                                                                      Stake          (as at        (sq. ft.)      (sq. ft.)     (Years)                                                Valuation         Independent
                                                                                 June 30, 2009)                    (as at                      Valuation           Valuation          Methodology           Valuer
                                                                                                               June 30, 2009)                (December 1,           (June 1,             (2009
                                                                                                                                                2008)2               2009)2            Valuation)
                                                                                                                                             (JPY million)       (JPY million)
       71.   La Park Mizue         Mizue,            CapitaRetail    26.29%        Completed      203,591         198,374       Freehold        6,5303               6,170                Discounted       CBRE24
                                 Edogawa-ku,         Japan Fund                                                                            (November 1, 2008)                              Cashflow
                                    Tokyo              Private
                                                       Limited
       72. Izumiya Hirakata      Hirakata-shi,       CapitaRetail    26.29%        Completed      215,752         215,752       Freehold        7,4003               7,200             Discounted             Rich
                                    Osaka            Japan Fund                                                                              (December 31,                              Cashflow           Appraisal
                                                       Private                                                                                   2008)                                 and Direct          Institute25
                                                       Limited                                                                                                                        Capitalization
       73.    Chitose Mall        Chitose,           CapitaRetail    26.29%        Completed      283,483         171,837       Freehold        3,2503              1,5603             Discounted           Land
                                  Hokkaido           Japan Fund                                                                              (November 30,      (June 30, 2009)         Cashflow         Coordinating
                                                       Private                                                                                   2008)                                                    Research26
                                                       Limited
       74.    Vivit Square        Funabashi-         CapitaRetail    26.29%        Completed      747,494         527,317       Freehold        20,3203             19,420             Discounted         Yoshimura
                                   shi,Chiba         Japan Fund                                                                                                                         Cashflow           Kantei27




I-12
                                                       Private                                                                                                                         and Direct
                                                       Limited                                                                                                                        Capitalization
       75. Ito Yokado Eniwa        Eniwa,            CapitaRetail    26.29%        Completed      159,765         159,765       Freehold         3,4203              3,1303            Discounted           Land
                                  Hokkaido           Japan Fund                                                                                                                         Cashflow         Coordinating
                                                       Private                                                                                                                                            Research26
                                                       Limited
       76.    Co-op Kobe         Nishinomiya-        CapitaRetail    26.29%        Completed       85,789         85,789        Freehold         4,5603              4,1903               Discounted   Land Coordinating
                                      shi,           Japan Fund                                                                                                 (March 19, 2009)           Cashflow       Research26
                                    Hyogo              Private
                                                       Limited
       77.     Narashino      Funabashi-shi,Chiba    CapitaRetail    26.29%        Completed      137,597         115,584       Freehold         4,0103              3,710                Discounted        Land
               Shopping                              Japan Fund                                                                                                                            Cashflow      Coordinating
                Centre                                 Private                                                                                                                                            Research26
                                                       Limited
                 Total                                                                            1,833,471      1,474,418
       Appendix I

                                                                                                    India
                                                                                                                                                                      Valuation
                                Location      Holding Entity      Effective      Status           GFA          NLA         Tenure
                                                                   Stake          (as at        (sq. ft.)     (sq. ft.)    (Years)                                       Valuation    Independent
                                                                              June 30, 2009)                 (as at 30                    Valuation1    Valuation       Methodology      Valuer
                                                                                                            June 2009)                  (December 1,     (June 1,          (2009
                                                                                                                                            2008)         2009)          Valuation)
                                                                                                                                        (INR million) (INR million)
       78.      Udaipur          Udaipur     CapitaRetail India   37.27%         Under         384,486         N.A.        99 years         N.A.         1,378           Discounted     Knight
                                             Development Fund                 Development                                 Expiring in                                     Cashflow      Frank28
                                                                                                                          May 2103
       79.      Nagpur         Umrer Road,   CapitaRetail India   29.54%         Under         1,341,306       N.A.        Freehold         N.A.         1,356           Discounted     Knight
                                 Nagpur      Development Fund                 Development                                                                                 Cashflow      Frank28
       80.     Jalandhar        Jalandhar    CapitaRetail India   29.54%29       Under         1,110,780       N.A.        Freehold         N.A.         N.A.15             N.A.         N.A.
                                             Development Fund                 Development
       81.     Hyderabad       Kukatpally,   CapitaRetail India   11.14%         Under         851,701         N.A.        Freehold         N.A.         2,064           Discounted     Knight
                               Hyderabad     Development Fund                 Development                                                                                 Cashflow      Frank28
       82.       Cochin        Ernakulam     CapitaRetail India   11.36%30       Under         1,100,243       N.A.        Freehold         N.A.         2,854           Discounted     Knight
                                 District,   Development Fund                 Development                                                                                 Cashflow      Frank28
                                 Cochin
       83.    Mangalore31      Pandeshwar    CapitaRetail India   15.14%         Under         494,235         N.A.        Freehold         N.A.          446            Discounted     Knight




I-13
                                  Road,      Development Fund                 Development                                                                                 Cashflow      Frank28
                               Mangalore
       84.    Forum Value      Whitefield,   CapitaRetail India   15.91%        Completed      503,941      503,94132      Freehold         N.A.         1,947           Discounted     Knight
             Mall, Bangalore    Bangalore    Development Fund                                                                                                             Cashflow      Frank28
       85.       Mysore        Abba Road/    CapitaRetail India   22.27%         Under         359,697         N.A.        Freehold         N.A.          739            Discounted     Knight
                                 Hyder       Development Fund                 Development                                                                                 Cashflow      Frank28
                                Ali Road,
                                 Mysore
       86.   Graphite India    Whitefield,   CapitaRetail India   22.27%         Under         1,051,974       N.A.        Freehold         N.A.         2,227           Discounted     Knight
                               Bangalore     Development Fund                 Development                                                                                 Cashflow      Frank28
                  Total                                                                        7,198,363     503,941
       Appendix I

       Notes: Assuming the Corporate Reorganization and the Asset Swap and Divestment have been completed as of June 30, 2009. Excludes our interest in Horizon Realty Fund, which we do not manage, our investment in The
       Link REIT units, which have been disposed of as of September 30, 2009, and VivoCity, Singapore, which we manage but in which we do not have any ownership interest. Our effective interests in properties are based on our
       direct interests and our interests in the private real estate funds as of September 30, 2009, and our interests in CMT and CRCT as of the date of this offering document.
        1
            Prior to 2009, all projects under development are carried at cost.
        2
            Unless otherwise stated.
        3
            Full valuation, the rest is desktop.
        4
            CB Richard Ellis (Pte) Ltd.
        5
            Knight Frank Pte Ltd.
        6
            CMT owns 90 out of 91 strata lots comprising Bukit Panjang Plaza.
        7
            Colliers International Consultancy & Valuation (Singapore) Pte Ltd.
        8
            Applicable to ION Orchard only.
        9
            Book value as of June 30, 2009 of S$547 million.
       10
            Value for land only.
       11
            In general, under the Regulations of China concerning the Grant and Assignment of the Rights to Use State-Owned Land Use Rights in Urban Areas, the use of state land is up to 40 years for commercial (which includes
            wholesale and retail).
       12
            DTZ International Property Advisors (Shanghai) Co. Ltd.
       13
            Pending government approval.
       14




I-14
            Valuation not done due to reclassification to operating lease.
       15
            Valuation not done as the acquisition has not been completed.
       16
            Knight Frank Petty Limited.
       17
            Excluding a podium extension which we do not own.
       18
            CB Richard Ellis Limited.
       19
            Savills Valuation and Professional Services Limited.
       20
            Includes estimated underground carpark area.
       21
            PPC International Sdn Bhd.
       22
            Regroup Associates Sdn Bhd.
       23
            We own approximately 61.9% of the aggregate surveyed retail floor area of Sungei Wang Plaza and 1,298 car park bays. All information in this table pertains solely to this strata area.
       24
            CB Richard Ellis K.K.
       25
            Rich Appraisal Institute Co., Ltd.
       26
            Land Coordinating Research Inc.
       27
            Yoshimura Planning & Appraisal Co., Ltd.
       28
            Knight Frank (India) Pvt. Ltd.
       29
            Subject to satisfaction of conditions precedent and completion of the acquisition.
       30
            Held through a combination of equity and debentures.
       31
            The India Development Fund owns a 49.0% interest in a special purpose vehicle that has a 68.0% interest in the property.
       32
            Leasing of units includes common area.
Appendix J


                                            INDUSTRY OVERVIEW
The following sections in this “Appendix J — Industry Overview” have been prepared by each of Urbis Pty Ltd,
DTZ Debenham Tie Leung Limited, Knight Frank Ooi & Zaharin Sdn Bhd and Jones Lang LaSalle Meghraj (the
“Industry Consultants”) in respect of Singapore and Japan, China, Malaysia and India, respectively, for the
purpose of inclusion in this offering document. All the information and data presented in this Appendix J in respect
of Singapore, China, Malaysia, Japan and India, including the analysis of the respective markets in which we
operate in, have been provided by the relevant Industry Consultant. Each of them has advised that the statistical and
graphical information contained in the relevant section is drawn from its database and other sources. In connection
therewith, each Industry Consultant has advised that: (i) certain information in its respective database is derived
from estimates or subjective judgments; (ii) the information in the databases of other data collection agencies may
differ from the information in its database; (iii) whilst each Industry Consultant has taken reasonable care in the
compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation
is subject to limited audit and validation procedures and may accordingly contain errors; (iv) each Industry
Consultant, its agents, officers and employees does not accept liability (save as may be required by applicable laws
and regulations (including the Securities and Futures Act)) for any loss suffered in consequence of reliance on such
information or in any other manner and (v) the provision of such data, graphs and tables does not obviate the need
to make appropriate further inquiries. While we believe that the information and data are reliable, we cannot ensure
the accuracy of the information or data, and neither our Company, the Vendor, the Sole Financial Adviser, the Joint
Issue Managers and the Joint Bookrunners and Underwriters nor any of their respective affiliates or advisors have
independently verified this information or data. You should not assume that the information and data contained in
this section is accurate as of any date other than the date of this offering document except as otherwise indicated.
You should also be aware that since the date of this offering document there may have been changes in the retail real
estate industry and the various sectors therein which could affect the accuracy or completeness of the information in
this Appendix J.

SINGAPORE

Macroeconomic and Demographic Overview

GDP growth
Singapore’s strategic location off major sea lanes and its industrious population have made it a centre for trade,
manufacturing and finance. In 2009, in response to the global economic downturn, the Singapore government
announced that it would spend S$20.5 billion under a “Resilience Package” comprising a slew of measures to
stimulate the economy, minimize business failures and save jobs. Due to the global economic downturn,
Singapore’s economy is expected to contract by 5.1%. Through the expansionary fiscal policy adopted by the
Singapore government and as the global economy shows signs of recovery, Singapore’s economy is expected to
strengthen and register growth of 4.3% in 2010. By 2011, Singapore’s growth rate is expected to increase to 4.5%.




                                                        J-1
Appendix J


    Singapore: GDP Growth, 2004 - 2011F

    10.0%

     8.0%

     6.0%

     4.0%

     2.0%

     0.0%

     -2.0%

     -4.0%

     -6.0%
                     2004         2005            2006            2007           2008           2009F           2010F           2011F
    GDP
                     9.0%         7.3%           8.4%            7.8%            1.1%            -5.1%           4.3%           4.5%
    Growth

Source: Consensus Economics Inc (London) - April and August 2009; Urbis.
Note: (F) Forecast

Retail sales growth
Singapore’s private consumption expenditure (PCE) has increased by a total of 16.3% between 2004 and 2008.
                               Singapore                 China               Malaysia                 Japan                   India
PCE Growth
                                 16.3%                   38.8%                 39.6%                   4.2%                  27.6%
(2004-2008)
Source: Urbis.

Retail sales in Singapore have generally seen strong annual growth since 2004, at levels well above 5.0% in
nominal1 terms. From a peak annual growth of 8.9% in 2007, retail sales are expected to contract by 3.0% in 2009
from 2008 due to weaker consumer sentiment and fewer tourist arrivals as a result of the global economic downturn.
However, the drop in retail sales in 2009 is expected to be less severe than the contraction in retail sales during the
periods of recession in 1998 and 2003.
With the Singapore and global economies showing early signs of recovery, retail sales in Singapore are expected to
see growth in 2010. Tourist spending is an important contributor to retail sales in Singapore, accounting for about
15.0% of total sales. A recovery in world economic conditions along with the opening of new tourist attractions in
Singapore, including the Marina Bay and Sentosa Island Integrated Resorts2, in 2010 should see an increase in
international tourist arrivals, potentially improving the retail sales outlook and growth profile. Retail sales are
expected to recover steadily as economic conditions improve, with growth in nominal retail sales forecasted to be
3.4% in 2010 and increasing to 5.2% in 2011.




1
   References in this Appendix to amounts being nominal or calculated on nominal terms, are amounts which have not been adjusted for
inflation.
2
  The Integrated Resorts in Singapore are mixed use developments comprising casinos and other components such as hotels, convention centres,
shopping malls, among others.

                                                                    J-2
Appendix J


 Singapore: Retail Sales1 Growth, 2004 - 2011F

14.0%
12.0%
10.0%
 8.0%
 6.0%
 4.0%
 2.0%
 0.0%
-2.0%
-4.0%
                           Real Retail Sales Growth                Nominal Retail Sales Growth
-6.0%
-8.0%
     2004                2005              2006       2007             2008        2009F         2010F         2011F
1. Excludes motor vehicle sales.
Source: Department of Statistics, Singapore; Urbis.
Note: (F) Forecast

Population
According to “Population Trends 2009” issued by the Department of Statistics, Singapore, the country has an
estimated population of 4.9 million people as of June 30 2009, of which 3.7 million people (equivalent to 76% of the
total population) are citizens or permanent residents. The remaining 1.2 million people are non-residents which
comprises an increasing number of expatriates.
The growing number of expatriates, both in absolute terms and as a percentage of the total population, increases the
diversity of consumers and creates a need for a greater variety of retail brands. It is expected that further economic
growth after 2010 would attract more expatriates into Singapore’s workforce and, as a result, Singapore’s
population would be expected to grow at an annual rate of 2.4% in 2011.




                                                             J-3
Appendix J


        Singapore: Population1 (in million), 2000 – 2011F

6.0


5.0


4.0


3.0


2.0


1.0


0.0
                                        2000   2001   2002   2003    2004    2005   2006   2007    2008   2009F   2010F   2011F

1. Total population comprises residents and non-residents staying in Singapore for at least one year.
Source : Singapore Monthly Digest of Statistics December 2008; Urbis.
Note: (F) Forecast

Income
Over the last decade, Singaporeans have enjoyed rising incomes with average monthly earnings growing from
S$2,347 in 1996 to S$3,977 in 2008. However, in view of the economic downturn, data available for 2009 so far
indicates that earnings are expected to decline by around 3.0%, which will place downward pressure on retail sales.
Nonetheless, as the economy recovers in 2010, it is expected that the income level will increase.

        Singapore: Average Monthly Earnings Per Employee, 1996 - 2008

                                4,000                                                                                     12%

                                3,500
Average Monthly Earnings (S$)




                                                                                                                          10%
                                3,000
                                                                                                                          8%
                                2,500
                                                                                                                               Growth (%)




                                2,000                                                                                     6%

                                1,500
                                                                                                                          4%
                                1,000
                                                                                                                          2%
                                 500

                                   0                                                                                      0%

                                         1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
                                                  Average Monthly Earnings           Average Monthly Earnings Growth

Source: Ministry of Manpower, Singapore

                                                                              J-4
Appendix J



Singapore Retail Real Estate Market

Overview
In 2008, Singapore had a total net lettable retail area, including both public and private sectors, of approximately
50.0 million sq. ft. (of which 39.2%, or 19.6 million sq. ft., was shopping mall floor space). The central area of
Singapore, including Orchard Road, is the focus of retail activity in Singapore for residents and tourists. Shopping
malls located outside the central area and across the island, of which most are located adjacent to transportation
nodes, also play an important role for residents. In Singapore, most of the shopping malls are anchored with large
tenants such as department stores, hypermarkets or supermarkets, large format bookstores and electronic retailers,
cineplexes and food courts.
Singapore has a low level of retail floor space per capita by global standards due to strict planning controls which
limits supply, and focuses retail development around the highly connected public transport network.

 Estimated Total Retail Floor Space Per Capita1 (sq. ft.)

        Singapore                                   10.8

              China                                        12.9

      Hong Kong                                            13.2

United Kingdom                                              13.8

              Korea                                          14.4

              Japan                                                16.4

          Australia                                                         22.6

               USA                                                                                            45.2

                        0                      10                    20            30           40                   50
1. Based on both private and public retail floor space.
Source: Urbis (Updated on September 30, 2009 based on latest available data).

Since the listing of CMT in 2002 and other subsequent REITs that also invest in retail properties, more than a quarter
of the total shopping mall floor space in Singapore is held by REITs. CapitaMalls Asia Limited, the integrated
shopping mall business unit of CapitaLand, is the largest owner and manager of shopping malls in Singapore. It
owns and manages around 20.5% of total shopping mall floor space in Singapore.




                                                                     J-5
Appendix J


 Major Shopping Malls in Singapore - Share of Floor Space by Owner1, September 30, 2009
       100%
                                                                                                    Other (47.2%)
        90%


        80%                                                                                         Pramerica (5.0%)


        70%
                                                                                                    Guthrie (4.8%)

        60%
                                                                                                    Lend Lease Asia (5.1%)
        50%

                                                                                                    Frasers Centrepoint (5.5%)
        40%


        30%                                                                                         Mapletree (5.9%)


        20%
                                                                                                    Suntec REIT (6.0%)

        10%
                                                                                                    CapitaMalls Asia Limited (20.5%)
         0%

1. Malls greater than 100,000 sq. ft. NLA as at September 30, 2009. Share of floor space takes into account ownership stake.
Source: Urbis.

Shopping mall supply and vacancy rates
In 2008, Singapore had a total lettable shopping mall floor space of 19.5 million sq. ft. The controlled release of new
supply and a growing retail market have helped to support occupancy levels. In 2008, average occupancy rates of the
shopping malls in the Orchard Road vicinity (the “Orchard sub-market”) and the shopping malls other than those
located within the central region (the “Suburban sub-market”) were at 97.0% and 93.0%, respectively.
A significant amount of new supply will be completed in 2009, 2010 and 2011. Shopping mall floor space will increase
from 19.6 million sq. ft. in 2008 to 24.9 million sq. ft. in 2011. Despite the tough trading condition amid the economic
downturn, most of the new shopping malls, including ION Orchard, which opened in July 2009, and Orchard Central,
which opened in early 2009, and 313@Somerset, which is expected to open by the end of 2009, have achieved high
occupancy rates. The recent openings of new shopping malls have attracted many new-to-market brands and concepts
that may expand their presence in Singapore in the medium term by opening more outlets.
Going forward, occupancy rates of the Suburban sub-market are expected to stabilize at around 91.0% between
2009 and 2011. Occupancy rates of the Orchard sub-market are projected to fall from 97.0% in 2008 to around
93.0% in 2009, before rising steadily to 95.0% in 2011. Nonetheless, shopping malls that are well managed and in
prime locations are likely to outperform the market.




                                                                  J-6
Appendix J


    Singapore: Shopping Mall Floor Space (NLA sq. ft. millions), 2004 - 2011F

      30.0
                                                                                                                                    24.9
      25.0                                                                                                         23.9
                                                                                                    21.9
                                                                   18.6            19.6
      20.0                                         18.2
                                  16.5
                  15.4
      15.0

      10.0

       5.0

       0.0
                  2004           2005              2006            2007           2008              2009F          2010F           2011F
Source: Urbis.
Note: (F) Forecast


    Singapore: Retail Occupancy Rate, 2004 - 2011F

                         Orchard Sub-market                                                           Suburban Sub-market
    100%                                                                        100%
     98%                                                                         98%
     96%                                                                         96%
     94%                                                                         94%
     92%                                                                         92%
     90%                                                                         90%
     88%                                                                         88%
     86%                                                                         86%
     84%                                                                         84%
     82%                                                                         82%
     80%                                                                         80%
                                                F

                                                        F

                                                               F
             04

                   05

                         06

                                07

                                         08




                                                                                                                               F

                                                                                                                                     F
                                              09

                                                    10




                                                                                                                                             F
                                                                                          04

                                                                                                 05

                                                                                                       06

                                                                                                              07

                                                                                                                      08
                                                            11




                                                                                                                           09

                                                                                                                                   10

                                                                                                                                           11
           20

                  20

                        20

                              20

                                     20
                                           20

                                                   20




                                                                                       20

                                                                                               20

                                                                                                      20

                                                                                                            20

                                                                                                                   20
                                                          20




                                                                                                                          20

                                                                                                                                20

                                                                                                                                        20



Source: Urbis.
Note: (F) Forecast


Prime retail rentals3 and yields
Prime retail rentals in both the Orchard and Suburban sub-markets have risen steadily between 2005 and 2008 amid
strong demand and limited new supply. Nonetheless, weaker trading conditions for retailers, coupled with the new
retail supply entering the market in 2009, have exerted downward pressure on rentals.
Prime retail rental in the Orchard sub-market is expected to fall by around 10.0% in 2009 and by another 4.0% in
2010. Thereafter, rental is expected to rise gradually in tandem with the recovery of the economy. Whilst trading
conditions in the Suburban sub-market is also difficult, they are less susceptible to the downturn in tourist numbers.
Also, the Suburban sub-market is not expected to be as adversely affected by the expected new retail supply as
compared to the Orchard sub-market, which saw a significant increase in supply this year. Therefore, prime retail
rental of the suburban sub-market is expected to fall by a smaller extent than that of the Orchard sub-market. It is
expected to drop by 5.0% in 2009 and a further 2.0% in 2010. Thereafter, it is expected to stabilize in 2011 before
resuming its positive growth in the near term in line with improving economic conditions.

3
 Prime retail rental refer to the rental of retail units situated at locations with high foot traffic which are usually the ground floor of shopping
malls.

                                                                        J-7
Appendix J


         Singapore: Prime Retail Rentals (Orchard and Suburban Sub-markets) 2004-2011F

                                  45

                                  40
Rental S$ per sq. ft. per month




                                  35

                                  30

                                  25

                                  20

                                  15

                                  10
                                                     Orchard Sub-market           Suburban Sub-market
                                   5

                                   0
                                           2004         2005         2006        2007         2008        2009F        2010F        2011F
Source : Cushman & Wakefield and Urbis.
Note: (F) Forecast

Yields have expanded only slightly from the lows experienced in 2007 and 2008. Prime yields increased from a low
of 5.3% in 1Q07 to 6.1% in 2Q09. This is a relatively small change compared to other countries, and reflects the
stability provided by Singapore’s strictly controlled planning system, which limits the supply of retail space. Given
the expectation of falling rents and increased retail supply in 2009 and 2010, it is expected that yields may expand
slightly during these periods, but will begin to move downwards in 2011.

General outlook and potential opportunities
Economic conditions are expected to improve in 2010, resulting in retail sales growth. However, there is still
substantial retail supply in the pipeline which will keep the trading environment highly competitive for retailers.
Sales productivity levels of retail tenants are expected to recover slowly which would provide little room for rental
growth in 2010 and 2011. With improving economic conditions, rental is likely to rise thereafter, as the new supply
of retail floor space will be absorbed by the high demand for space.
The potential opportunities in the market include the following:
k                                      Developers and managers of shopping malls may focus on asset enhancement initiatives to extract further
                                       value from existing assets. This is important in order to effectively compete with new shopping malls.
k                                      With a relatively low retail space per capita, there is still room for retail development in Singapore.
                                       Developments in prime suburban locations with good connections to public transport may present the best
                                       opportunities to maximize returns in the near future.

CHINA

Macroeconomic and Demographic Overview
Asia comprises approximately 56.7% of the world’s population, with China and India contributing approximately
19.0% and approximately 17.0% of the world’s population respectively. Based on the UN Population Division, by
2025, Asia’s total population is expected to grow by approximately 635 million, and would comprise approximately
59.5% of the world population. Given the size of Asia’s population, it is an important player in the world economy.
In 2008, China was the world’s second largest economy, while India was ranked fourth, when measured in terms of
purchasing power parity. With signs of a global economic recovery, it is anticipated that the major Asian economies,
including China and India, will be the engines of global economic growth going forward. Currently, the economies

                                                                                    J-8
Appendix J


of China and India are expanding at an annual rate of 6.1% and 7.9% respectively, faster than the global economic
annual growth rate of 0.5%.

GDP growth
China’s economy has been resilient in the face of the global economic downturn over the past 12 to 18 months. Over
this period, growth has slowed as weaknesses in China’s major trading partners have affected its export sector. As
the global economy recovers, China’s economic growth is likely to remain strong, or even increase, driven by the
ongoing development of the inland provinces and the shift from export and investment oriented growth to domestic
driven growth. Consensus forecasts for economic growth for 2009 are between 7.0% and 9.0%, and an annual
growth of over 8.0% from 2010 onwards. Although the growth rates are below the double digit rates experienced in
the 1990s and the early years of this decade, China’s economic prospects remain positive as the growth is off a larger
base as China’s economy matures.
 China: GDP Growth, 2004 - 2011F

                      14.0%

                      12.0%

                      10.0%
     GDP Growth (%)




                      8.0%

                      6.0%

                      4.0%

                      2.0%

                      0.0%
                              2004     2005         2006      2007      2008        2009F       2010F       2011F
   GDP Growth                 10.1%   10.4%         11.6%    11.9%      8.9%        8.1%        8.6%         8.9%

Source: China National Statistics Bureau and DTZ.
Note: (F) Forecast


Retail sales growth
Retail sales have continued to record strong growth amidst the global economic downturn as it is not driven solely
by the economic cycle. Growth in retail sales is largely propelled by urbanization in China; propensity to consume
by urban households is higher than that of the rural households. In 2007, per capita annual consumption expenditure
of urban households of RMB9,997 was more than three times higher than that of rural households of RMB3,223.
The growing urban population in China is therefore expected to continue to support the retail sales growth in China.
As the market continues to mature, and as the inland provinces begin to develop a consumer culture similar to that
which has already emerged in the big coastal cities, the retail sales growth is likely to stabilize over the medium
term. In addition, with policies encouraging domestic demand, retail sales are likely to continue growing in the
medium term. Furthermore, rising discretionary spending along with income growth will lead to higher demand for
a wider choice of product types and retail destinations.




                                                            J-9
Appendix J


 China: Retail Sales Growth, 2004 - 2011F

 20.0%

 18.0%

 16.0%

 14.0%

 12.0%

 10.0%

  8.0%

  6.0%

  4.0%

  2.0%

  0.0%

                2004           2005           2006          2007      2008   2009F        2010F        2011F
Source: China National Statistics Bureau, Oxford Economics and DTZ.
Note: (F) Forecast


Urban population
China has the largest population in the world. In 2008, it had a total population of 1.33 billion, of which almost
46.0% lived in urban areas. While population growth has slowed to less than 1.0% per year since the late 1990s,
urban population (which is the key factor underpinning the Chinese consumer demand) continues to grow.
Urbanization is increasing rapidly and this is a long term trend which has maintained its growth momentum
regardless of economic growth. The urban population has been growing at around 2.5% (or 15 million people) per
year between 1991 and 2008.




                                                              J-10
Appendix J


   China: Urban Population, 1990 - 2011F

                        1,000                                                                                        2.0%

                         900

                         800
                                                                                                                     1.5%




                                                                                                                            Population Growth (%)
                         700
 Population (million)




                         600

                         500                                                                                         1.0%

                         400

                         300
                                                                                                                     0.5%
                         200

                         100

                            0                                                                                        0.0%
                                    1990     1995 2000         2005   2006 2007 2008          2009F 2010F 2011F
                                           Urban Population           Rural Population           Population Growth
Source: China National Statistics Bureau and DTZ.
Note: (F) Forecast


Disposable income
Disposable income in China has continued to grow strongly and this has underpinned the development of the
country’s retail sector. As the nation becomes more affluent, the composition of its population’s retail spending is
shifting away from a heavy weighting towards food, to a more balanced consumption model. This shift in
consumption pattern towards discretionary spending is expected to continue as disposable income grows.

   China: Per Capita Disposable Income of Urban Households, 1990 - 2011F
        25,000



                          20,000
 RMB per year




                          15,000



                          10,000



                           5,000



                                0
                                       1990        1995       2000    2005      2006   2007     2008   2009F   2010F   2011F
Source: Oxford Economics and DTZ.
Note: (F) Forecast

                                                                             J-11
Appendix J


Over the years, the steady growth in income has generated a large group of middle income population in first tier
cities like Beijing and Shanghai. Generally, this middle income group has helped to support growth in discretionary
spending. Emerging cities like Chongqing and Chengdu which are experiencing ongoing income growth is
expected to see similar consumer trends in the coming years.

China Retail Real Estate Market

China’s retail sector has transformed dramatically over the past few decades. Even in the early 1990s, China was
still dominated by local brands selling through large, state-owned department stores in a limited number of
traditional downtown retail precincts. A combination of factors, including growing disposable incomes, the
entrance of foreign brands into China, the liberalization of urban land tenure regimes, the emergence of
modern shopping malls, and improved urban accessibility, have encouraged the emergence of new shopping
districts, including those in suburban areas.

Major first tier cities like Beijing and Shanghai have a higher concentration of modern shopping malls. Mixed use
developments, comprising a combination of retail, office, hotel, serviced residence and/or residential components,
are more prevalent in the city centres, whereas larger and standalone shopping malls are more common in suburban
areas. In second tier cities like Chengdu and Chongqing, although modern shopping malls are emerging, department
stores still capture the major share of total retail spending. However, with improved transport infrastructure and a
shift in spending patterns towards discretionary spending, these cities are likely to experience strong growth in
modern shopping malls.

Going forward, emerging middle income consumers and a growing urban population should continue to drive
demand for modern shopping malls. First tier cities, including Beijing and Shanghai, are expected to continue to
enjoy steady growth in the development of modern shopping malls due to higher disposable incomes and a larger
concentration of expatriates. Second tier cities, including Chengdu and Chongqing, are expected to experience
strong growth in modern shopping malls as most of them are undergoing a shift in spending patterns towards
discretionary spending as the cities prosper. In addition, new transport infrastructure created in new areas may lead
to further expansion of retail areas.

City Report: Beijing


City’s characteristics

Beijing is the capital city of China and is the largest city in North China. The city is the cultural and political centre
of the country with all central government’s headquarters, state committee’s headquarters and ministries stationed
there.

Beijing’s economy has experienced strong growth, registering double digit growth rates between 2004 and 2007. In
2008, the economy expanded at a slower rate of 9.0% due to the global economic downturn but the trend has begun
to stabilize as Beijing’s services sector picks up. From 2004 to 2007, Beijing’s retail sales increased steadily at
growth rates ranging between 10.0% and 14.0%. In 2008, despite the impact of the global financial crisis, retail sales
rose more rapidly at 20.0%.

Between 2005 and 2008, the population in Beijing rose gradually with an annual growth rate of around 3.0% or
2 million people. The large land area and decentralized city structure of Beijing will help to sustain the current
population growth into the medium term.


Supply, demand and occupancy

At present, the total prime retail GFA in Beijing is approximately 42.0 million sq. ft. Over the next two to three
years, it is estimated that a total of 17.2 million sq. ft. of prime retail space is scheduled for completion, with a large
proportion of this supply expected to be located in suburban areas. After 2011, the supply of prime retail space is
likely to slow with limited project completions and this may potentially lead to an undersupply. While there is the
possibility that more projects will be approved in the future, the growth rate of new supply in retail space in the city
centre will moderate and the focus will be on the development of retail space in the suburban areas.

                                                           J-12
Appendix J


In addition, occupancy rates have picked up in recent years due to stable rentals and improving retail business as
modern shopping malls become increasingly popular.
        Beijing: Net Supply4, Net Absorption5 and Vacancy

                               14                                                                                              35%

                               12                                                                                              30%
Retail GFA (million sq. ft.)




                               10                                                                                              25%




                                                                                                                                     Vacancy Rate (%)
                                8                                                                                              20%

                                6                                                                                              15%

                                4                                                                                              10%

                                2                                                                                              5%

                                0                                                                                              0%
                                    2006          2007                2008         2009F                  2010F        2011F
                                                  Net Supply             Net Absorption                 Vacancy Rate
Source: DTZ Consulting, September 2009.
Note: (F) Forecast

Rental, capital value and investment yields
Supported by the rising consumerism in China, retail rentals only declined slightly in 2008 and 2009 during the
global economic downturn. The spending power of Chinese consumers is likely to continue to grow and the shift of
consumers’ preference towards modern shopping malls is expected to continue as well. This will continue to
support retail rental growth in general. Nonetheless, retail rental is expected to grow at a slower rate in the near term
as a large proportion of the new retail supply is expected to be located in the suburban districts which have lower
average rental rates.




4
                Net supply refers to the new supply from completion less demolition, if any.
5
                Net absorption refers to the actual take-up of retail space less withdrawal of demand, if any.

                                                                                 J-13
Appendix J


        Beijing: Average Retail Rental and Capital Value


                                 1,000                                                                                100,000

                                  900                                                                                 90,000
Rental (RMB per sqm per month)




                                  800                                                                                 80,000




                                                                                                                                 Capital Value (RMB per sqm)
                                  700                                                                                 70,000

                                  600                                                                                 60,000

                                  500                                                                                 50,000

                                  400                                                                                 40,000

                                  300                                                                                 30,000

                                  200                                                                                 20,000
                                                          Retail Rental          Capital Value
                                  100                                                                                 10,000


                                            2004    2005        2006      2007      2008    2009F   2010F   2011F
Source: DTZ Consulting, September 2009.
Note: (F) Forecast

Yields are expected to improve to double digits towards the end of 2011, illustrating the viability of the retail market
in the medium term. Returns should stabilize as the supply of new retail space slows, while retail sales continue to
grow.


        Beijing: Forecast on Net Investment Yields for Prime Retail Space


12%


10%


                8%


                6%


                4%


                2%


                0%
                                         2004      2005          2006        2007          2008     2009F     2010F      2011F
Source: DTZ Consulting, September 2009.
Note: (F) Forecast

                                                                                 J-14
Appendix J


General outlook and potential opportunities
Beijing, being the capital city of China, is an attractive destination for international brands seeking to enter the
Chinese market to tap into the rising consumerism in China. The city has a large and growing urban population
which will continue to provide support for the retail market.
The potential opportunities in the market include the following:
k         The supply of new retail space is limited and is expected to decrease after 2011. The limited supply of new
          retail space, especially in city centres, should provide opportunities for rental rates to grow in tandem with
          demand amidst improving economic conditions.
k         Suburban malls provide ample opportunities for investment. The quality of suburban malls, which make
          up the bulk of Beijing’s retail real estate supply, is expected to improve. The population catchment in the
          suburban areas is also expected to grow with the improved transport infrastructure.

City Report: Shanghai

City’s characteristics
Shanghai is the international financial centre and shipping hub of China. Due to its strategic location and supportive
government incentives, Shanghai has emerged in recent years as one of the top choices among multi-national
corporations (MNCs) to locate their Asia-Pacific and/or Chinese headquarters. This is evidenced by a surge in the
expatriate population, estimated to be over 150,000 people in 2008, representing a 50.0% rise between 2005 and
2008.
Over the past few years, Shanghai has entered into a mature phase in its economic cycle, with relatively stable
growth and a large services sector. Annual GDP growth slowed from the double digit rate recorded between 2004
and 2007 to 9.7% in 2008. Shanghai’s retail sales increased steadily between 2004 and 2008 (with an annual growth
range of between 12.0% and 14.0%). The retail industry in Shanghai is expected to remain strong in the near term.
The population in Shanghai grew at a relatively steady rate of approximately 2.0% per annum over the past few
years and this trend is expected to continue in the near term. The expatriate population is anticipated to grow from
2010 in tandem with the recovery of the global economy.

Supply, demand and vacancy
By the end of the second quarter of 2009, there was approximately 42.0 million sq. ft. of prime retail space in
Shanghai, of which 23.7 million sq. ft. is located within the five key retail precincts, namely West Nanjing Road
(Jing’an district); East Nanjing Road (Huangpu district); Huaihai Middle Road (Luwan district); Xujiahui (Xujiahui
district); and Yaohan (Pudong district). Pudong district holds the largest area of prime retail space in Shanghai.
Approximately 16.1 million sq. ft. of prime retail space is expected to be completed in the next few years, of which
2.8 million sq. ft. is located within the five key retail districts. A majority of the potential new supply is expected to
be completed in 2010. These new retail projects are likely to intensify competition for tenants and is expected to
lead to a slight increase in vacancy rates in 2010. However, the new supply is expected to be taken up by 2011, due to
increasing demand arising from improving economic conditions, thus causing vacancy rates to decline to a lower
level.
International luxury brands have flourished in Shanghai over the past few years. The increasing number of
expatriates living in Shanghai will continue to generate demand for a variety of international and luxury brands,
entertainment and food and beverage offerings. The launch of new supply of retail space in the future, if in the right
location and with an appropriate trade mix, is expected to attract demand from international retailers.




                                                          J-15
Appendix J


      Shanghai: Net Supply, Net Absorption and Vacancy Rate

                            2,000                                                                            9%
                            1,800                                                                            8%
                            1,600                                                                            7%
Retail GFA ('000 sq. ft.)




                                                                                                                    Vacancy Rate (%)
                            1,400
                                                                                                             6%
                            1,200
                                                                                                             5%
                            1,000
                                                                                                             4%
                             800
                                                                                                             3%
                             600
                             400                                                                             2%

                             200                                                                             1%
                               0                                                                             0%
                                    2006      2007   2008          2009F        2010F         2011F

                                      Net Supply       Net Absorption                    Vacancy Rate
Source: DTZ Consulting, September 2009.


Rental, capital value and investment yields
Given the demand drivers described above, retail rental is expected to continue to grow in tandem with economic
growth in the longer term. In addition, the completion of new shopping mall projects, which are typically of higher
quality, will contribute to higher rental in the medium to long term. Nonetheless, in 2010, due to the anticipated
large supply of new retail space, downward pressure on rental growth is expected.
A large proportion of the new supply is expected to come from projects by Hong Kong developers which are of
higher quality and are expected to be part of integrated mixed use developments. As the Hong Kong developers tend
to hold the projects for rental income, and their projects are generally of higher quality, it is expected to accelerate
the growth in rental.




                                                            J-16
Appendix J


        Shanghai: Average Retail Rental and Capital Value
                                 1,800                                                                          300,000

                                 1,600
                                                                                                                250,000
Rental (RMB per sqm per month)




                                                                                                                            Capital Value (RMB per sqm)
                                 1,400

                                 1,200                                                                          200,000

                                 1,000
                                                                                                                150,000
                                  800

                                  600                                                                           100,000

                                  400
                                                  Retail Rental        Capital Value                            50,000
                                  200

                                    0                                                                           0
                                           2004   2005     2006      2007      2008     2009F   2010F   2011F
Source: DTZ Consulting, September 2009.
Note: (F) Forecast

Taking into account key factors such as strong future demand by tenants for key inner city locations, and rising retail
rental and capital value, it is anticipated that investment yields will begin to rise, reaching double-digit rates by
2011.

        Shanghai: Net Investment Yields for Prime Retail Space

  12%


  10%


                        8%


                        6%


                         4%


                         2%


                         0%
                                         2004     2005        2006      2007           2008     2009F   2010F       2011F
Source: DTZ Consulting, September 2009.
Note: (F) Forecast




                                                                            J-17
Appendix J


General outlook and potential opportunities
The outlook for the prime retail real estate market in Shanghai is positive as the steady growth in disposable income
will continue to drive demand for luxury product expenditure and prime retail space.
The potential opportunities in the market include the following:
k        Shanghai’s status as the main financial centre in China is expected to bring with it a growing expatriate
         population and a growing number of business travelers. Coupled with continued growth in disposable
         income, more international luxury brands are expected to be attracted to open flagship stores in Shanghai,
         in particular within the city centre.
k        The World Exposition 2010 is another key incentive for retailers to stay in the city centre. The exposition
         will help attract new international brands to enter the Shanghai market, which will also spur demand for
         high quality retail space in core districts.
k        Ongoing urbanization is expected to create demand for retail space in emerging suburban districts.

City Report: Chongqing

City’s characteristics
Chongqing is the regional commercial and industrial hub of South-Western China. It has a well-developed
transportation network that connects the city with the surrounding cities and provinces, and is strategically located
as the gateway to the Western part of China. Under China’s Western Development Strategy, which was implemented
in 2000, Chongqing became a municipality in 2007 to accelerate its development as well as the development of the
entire Western China region.
Chongqing has entered a fast growing phase in its economic cycle, as evidenced by the double-digit growth in GDP
for the past five years between 2004 and 2008. This strong economic growth was primarily due to strong
government support to develop the country’s Western region for further urbanization and development.
Chongqing’s total population in 2008 was over 28.0 million people, with about half or 14.2 million people located in
the urban areas of Chongqing. The population density is very high in the urban areas. Urban population has been
growing at a steady annual growth rate of 4.0% between 2004 and 2008, which is equivalent to an increase of
0.5 million people over this period.

Supply, demand and vacancy
By the end of the second quarter of 2009, there was approximately 12.9 million sq. ft. of prime retail space in
Chongqing. The old CBD which is the area around the Liberation Monument has the largest prime retail space in
Chongqing. Approximately 9.9 million sq. ft. of prime retail floor space is expected to enter the market in 2010.
This new supply in 2010 will boost total prime retail floor space to 24.8 million sq. ft. by the end of 2010, which is a
90.0% increase in total retail floor space when compared to the end of the second quarter of 2009. Another
3.3 million sq. ft. of new prime retail space is expected to enter the market in 2011. Due to limited space in the old
CBD, most of the new supply is expected to be concentrated in two districts which are undergoing redevelopment,
namely Napang and Yangjiaping districts.
It is expected that the significant amount of new supply coming onstream in 2010 will require some time to be fully
taken up. As a result, vacancy rates are expected to increase marginally in 2010 before easing back in 2011.




                                                         J-18
Appendix J


        Chongqing: Net Supply, Net Absorption and Vacancy Rate

                               12                                                                                                          12%


                               10
                                                                                                                                           10%
Retail GFA (million sq. ft.)




                                8
                                                                                                                                           8%




                                                                                                                                                Vacancy Rate (%)
                                6
                                                                                                                                           6%
                                4

                                                                                                                                           4%
                                2

                                                                                                                                           2%
                                0
                                    2005     2006              2007             2008            2009F            2010F             2011F
                               -2                                                                                                          0%
                                               Net Supply                  Net Absorption                    Vacancy Rate
Source: DTZ Consulting, September 2009.
Note: (F) Forecast

Retail rental and capital value
Retail rental in Chongqing has been experiencing high annual growth since 2005. The prime retail market in
Chongqing comprises department stores and shopping malls, with shopping malls enjoying higher growth in rental
and capital values6 than department stores. This suggests that shopping malls are becoming increasingly popular
shopping destinations in the city.
Given the strong demand for high quality retail space as well as the expected completion of shopping mall projects
within established retail precincts that command higher rentals, rentals of shopping mall are expected to continue to
grow at a rapid rate in the fourth quarter of 2009. In 2010 and 2011, rentals of shopping malls are expected to rise,
albeit at a slower rate, due to the large amount of new supply entering the market as well as a concentration of the
new supply in newer districts with lower rental levels.
Capital values of prime shopping malls have enjoyed strong annual growth of above 14.0% between 2004 and 2006.
Rental rose significantly by 24.6% in 2007 and stabilized at 2.1% in 2008. Capital values of shopping malls are
expected to increase steadily in the near term due to the strong demand for high quality retail space, especially in
new districts.




6
                Capital value of shopping mall based on the transacted value of individual shop units rather than en bloc sales.

                                                                                 J-19
Appendix J


        Chongqing: Average Retail Rental and Capital Value (Shopping Malls)

                                 400                                                                                            70,000

                                 350                                                                                            60,000
Rental (RMB per sqm per month)




                                                                                                                                          Capital Value (RMB per sqm)
                                 300
                                                                                                                                50,000
                                 250
                                                                                                                                40,000
                                 200
                                                                                                                                30,000
                                 150
                                                                                                                                20,000
                                 100

                                  50                                                                                            10,000
                                                     Retail Rental            Capital Value
                                   0                                                                                            0
                                         2004      2005        2006       2007       2008      2009F      2010F      2011F
Source: DTZ Consulting, September 2009.


General outlook and potential opportunities
Despite the global economic crisis, Chongqing’s economy continues to be robust. With strong support and
incentives from the Chinese government to transform the city into the Western region’s economic, trade and
financial centre, Chongqing’s economy should continue to grow rapidly. This will in turn increase the city’s
disposable income and retail spending.
The potential opportunities in the market include the following:
k                                  Chongqing offers high potential for investment and development of shopping malls over the next few
                                   years, given the strong demand for and the scarcity of good quality shopping malls.
k                                  A steady rise in income is expected to underpin growth in discretionary shopping, including demand for
                                   luxury products, which is expected to boost demand for good quality shopping malls in CBD districts.
k                                  The redevelopment and expansion of retail precincts within the newer districts will provide opportunities
                                   for developers in the mid to high end retail market.
k                                  The redevelopment of industrial districts into community districts will increase the consumer base in those
                                   areas and is expected to be a key demand driver for new retail space for the next five years.

City Report: Chengdu

City’s characteristics
Chengdu is the capital of Sichuan province, the third most populous Chinese province. It is one of the key
commercial, financial and logistics centres in Western China, and is an attractive investment destination for foreign
investors due to its low labor costs, strong government support and increasingly high quality facilities and
infrastructure.




                                                                                 J-20
Appendix J


Supply, demand and vacancy

As of the end of the second quarter of 2009, there was a total of approximately 18.3 million sq. ft. of prime retail
space in Chengdu, of which 10.2 million sq. ft was in the city centre districts7 and 8.6 million sq. ft. was in the
suburban areas8. There is a trend towards more projects in the suburban districts which is partly propelled by
government planning as well as population growth and scarcity of space in the city centre.

Future supply in the next three years is expected to be lower than the level of completions between 2005 and 2007
(there was a supply disruption in 2008 due to Sichuan earthquake and the global financial crisis). An estimated
6.6 million sq. ft. of prime retail space is scheduled for completion over the next three years, with the majority in
suburban areas.

In view of the long term potential growth of the city’s retail market, retailers have continued to show keen interest in
good quality retail space. This is expected to drive absorption of retail space in the next three years.


        Chengdu: Net Supply, Net Absorption and Vacancy

                               7                                                                                                   18%

                               6                                                                                                   16%

                                                                                                                                   14%
                               5
Retail GFA (million sq. ft.)




                                                                                                                                   12%




                                                                                                                                         Vacancy Rate (%)
                               4
                                                                                                                                   10%
                               3
                                                                                                                                   8%
                               2
                                                                                                                                   6%
                               1
                                                                                                                                   4%
                               0                                                                                                   2%
                                    2004   2005         2006          2007            2008      2009F         2010F        2011F
                               -1                                                                                                  0%
                                                  Net Supply             Net Absorption              Vacancy Rate
Source: DTZ Consulting, September 2009.
Note: (F) Forecast

Retail rental and capital value

In Chengdu, shopping mall rentals have been growing strongly by 36.1% from RMB314 per sq. m. per month in
2005 to RMB427 per sq. m. per month. Strong demand for quality retail space coupled with moderate supply is
expected to provide support for further rental growth during the period from 2009 to 2011, with well-located and
optimally positioned shopping malls outperforming the general market.

Capital values of shopping malls have been rising steadily between 2004 and 2008, and are expected to continue its
uptrend in the next three years. The growth in capital values is a result of the increasing popularity of shopping malls
compared to department stores. There have been few sales transactions in the market as most of the shopping malls
are for rental only.

7
                City centre districts include Luoma City, Chunxi Street and Yanshi Kou.
8
                Suburban districts include Shuangnan, Jinsha/Guanghua, Jianshe Street, Shuangqiao, Chengren and Huizhan.

                                                                               J-21
Appendix J


       Chengdu: Average Retail Rentals and Capital Value (Shopping Malls)

                                 600                                                                                        60,000


                                 500                                                                                        50,000
Rental (RMB per sqm per month)




                                                                                                                                      Capital Value (RMB per sqm)
                                 400                                                                                        40,000


                                 300                                                                                        30,000


                                 200                                                                                        20,000


                                 100                                                                                        10,000
                                                   Retail Rental           Capital Value
                                  0                                                                                         0
                                        2004       2005      2006       2007      2008      2009F      2010F     2011F
Source: DTZ Consulting, September 2009.
Note: (F) Forecast

General outlook and potential opportunities
As the economic development of Chengdu catches up with Eastern China, the city offers good potential in the
investment and development of modern shopping malls. Chengdu has a large potential consumer base amid growing
urbanization and rising disposable income. Growth in retail sales of Chengdu is expected to outpace growth in the
first tier cities.
The potential opportunities in the market include the following:
k                                  A steady rise in income is expected to underpin growth in discretionary shopping, including demand for
                                   luxury products, which is expected to boost demand for good quality shopping malls in city centre
                                   districts.
k                                  Infrastructure upgrading and government spending should improve the integration of Chengdu’s
                                   surrounding areas and suburbs. This is expected to expand the catchment areas of middle income
                                   population in the suburban areas.
k                                  Earthquake redevelopment projects will result in the redevelopment of certain targeted areas which is
                                   expected to provide opportunities for real estate development including shopping mall development.




                                                                               J-22
Appendix J


MALAYSIA

Macroeconomic and Demographic Overview

GDP growth
The Malaysian economy has been growing at a steady rate over the last five years, at an average GDP growth rate of
5.8% per annum over the period between 2004 and 2008. The recent global economic downturn has led to an
economic recession in most economies with the Malaysian economy expected to shrink by 3.5% in 2009, according
to the International Monetary Fund (IMF). The Malaysian government’s measures in macroeconomic and financial
policies have led to stabilisation of the Malaysian economy. Going forward, the IMF projects that the Malaysian
economy will expand by 1.3% in 2010 and 4.1% in 2011. Thereafter, growth is expected to remain at above 5.5% in
the medium term, with domestic demand remaining as the key economic driver in the recovery.

  Malaysia: GDP Growth, 2004 – 2011f

                 10.0

                  8.0

                  6.0
GDP Growth (%)




                  4.0

                  2.0

                  0.0

                 -2.0

                 -4.0

                 -6.0

                 -8.0
                        2004        2005     2006       2007         2008       2009 (e)     2010 (f)    2011 (f)
       GDP
       Growth           6.8%        5.4%     5.8%       6.4%         4.7%        -3.5%        1.4%        4.1%

Source: International Monetary Fund (IMF).
Note: (e) estimate (f) forecast.


Retail sales growth
The retail sector has posted positive annual growth of above 5.0% between 2004 and 2008 due to higher domestic
demand as well as tourist receipts. Domestic demand was supported by healthy employment, higher disposable
income and positive employment prospects, whereas tourist receipts were boosted by strong tourist arrivals,
particularly those from the Middle East. However, retail sales are estimated to decline by 1.3% in 2009 in the midst
of a challenging economic and business environment. Going forward, according to the Malaysian Retailers
Association, retail sales are expected to increase to above 6.5% per annum in 2010 and 2011.




                                                       J-23
Appendix J


     Malaysia: Retail Sales, 2004 – 2011f
                                       90                                                                                             14

                                       80                                                                                             12
     Total Retail Sales (RM billion)




                                       70                                                                                             10




                                                                                                                                             Growth Rate (%)
                                       60                                                                                             8

                                       50                                                                                             6

                                       40                                                                                             4

                                       30                                                                                             2

                                       20                                                                                             0

                                       10                                                                                             -2

                                        0                                                                                             -4
                                            2004   2005        2006        2007          2008     2009 (e)    2010 (f)    2011 (f)

                                                          Total Retail Sales (RM billion)              Growth Rate (%)
Source: Malaysian Retailers Association/ Knight Frank Research Aug 2009.
Note: (e) estimate (f) forecast.


Population
According to the IMF, Malaysia’s total population increased from 25.5 million in 2004 to 27.3 million in 2008, and
is forecasted to reach 28.7 million by 2011. The growing population has and will continue to generate demand for
consumer goods and thus support the growth of the retail market. In addition to a growing population, Malaysia is a
country with a young population having a median age of 24.8 years old. More than 70.0% of the Malaysian
population is below 40 years old.


     Malaysia: Population, 2004 – 2011f
                                       29                                                                                             28.7
                                                                                                                          28.2
                                       28                                                                    27.8
                                                                                                27.3
Population (in million)




                                                                                  26.8
                                       27
                                                                   26.4
                                                     26.0
                                       26
                                            25.5

                                       25


                                       24


                                       23

                                            2004    2005           2006           2007          2008      2009 (e)       2010 (f)    2011 (f)
Source: International Monetary Fund (IMF).
Note: (e) estimate (f) forecast.

                                                                                  J-24
Appendix J


Monthly household income

According to the Eighth and Ninth Malaysian Plans, the average monthly household income of Malaysia grew at an
annual growth rate of 5.2% over the period between 1995 and 1999. The annual growth rate accelerated to 5.6%
between 2000 and 2004. Thereafter, monthly household income increased from RM3,249 to RM3,617 over 2004 to
2007 at an annual growth rate of about 3.6%. The monthly household income is estimated to grow at a similar rate of
3.6% per annum between 2008 and 2011.

 Malaysia: Monthly Household Income, 1995 - 2011f

       4,500

       4,000

       3,500

       3,000

       2,500
RM




       2,000

       1,500

       1,000

          500

             -

                          1995            1999            2004           2008(e)         2009(e)   2010(f)   2011(f)

Source: 8th and 9th Malaysia Plans/Department of Statistics Malaysia/Knight Frank Research.
Note: (e) estimate (f) forecast.


Malaysia Retail Real Estate Market

The Malaysian retail real estate market has undergone a major transformation over the last decade, from the
traditional retail format to large regional malls (where the gross floor area of the mall exceeds 1.0 million sq. ft.),
which is in line with changing shoppers’ preference for one-stop shopping malls that offer a variety of retail shops
and convenience. Malaysia presently has a total of 393 shopping malls with a combined retail space of 80.3 million
sq. ft. as at the end of the second quarter of 2009. Kuala Lumpur and Selangor have the highest amount of retail
space in Malaysia at 17.6 million sq. ft. and 18.5 million sq. ft. respectively. At the national level, Malaysia had
retail space per capita of 2.83 sq. ft. in 2008. This is low compared to Singapore and Australia, which had more than
10.0 sq. ft. and more than 20 sq. ft. of retail space per capita respectively in 2008.

Mall ownership in Malaysia is generally fragmented with most of the shopping malls owned by corporate entities.
However, in recent years, there has been keen interest from institutional investors in the retail real estate sector in
Malaysia due to its attractive growth potential and prospects. Real Estate Investment Trusts (REITs) have also
increasingly become important players in the Malaysia retail real estate market. Currently, key retail players in
Malaysia include KLCC Property Holdi