GUIDELINES ON
LISTED REAL ESTATEINVESTMENT TRUSTS
SC-GL/1-2018 (R2-2022)

1st Issued: 15 March 2018
Revised: 28 November 2022

GUIDELINES ON LISTED REAL ESTATE INVESTMENT TRUSTS
Effective Date upon 1st Issuance:

9 April 2018

List of Revisions
Revision Series

Revision Date

1st Revision

18 June 2019

Effective Dateof Revision
18 June 2019

2nd Revision

28 November
2022

28 November
2022 1

1

Series Number
SC-GL/1-2018 (R1-2019)
SC-GL/1-2018 (R2-2022)

Save for the requirements in paragraph 2.01 relating to the 12 years tenure limit underparagraph (g) in definition of ‘independent director’, paragraph (h) in definition of‘independent member’, and paragraph 3.04(b) in respect of a management company ofa listed REIT with market capitalisation below RM2 billion as at 31 December 2021, which
will take effect on 1 June 2023.

CONTENTS
PART APART B

GENERAL REQUIREMENTS

PAGE

Chapter 1

Introduction

1-1

Chapter 2

Definitions

2-1

Chapter 3

The Management Company

3-1

Chapter 4[Deleted]

4-1

Chapter 5

Appointment of Third Party to Undertake
Functions5-1

Chapter 6

Investment Committee

6-1

Chapter 7

Constitution of the Real Estate Investment
Trust

7-1

Chapter 8

Investments of the Real Estate Investment
Trust

8-1

Chapter 9

Conflict of Interest and Related-Party
Transactions

9-1

Chapter 10

Valuation

10-1

Chapter 11

Fees and Expenses

11-1

Chapter 12

Public Offerings and Listings

12-1

Chapter 13

Operational Matters

13-1

Chapter 14

Annual Report and Audit

14-1[Deleted]
Chapter 15[Deleted]

PART CPART D

Chapter 16[Deleted]

Chapter 17[Deleted]

Chapter 18[Deleted]

SUBMISSION, IMPLEMENTATION AND REPORTING
Chapter 19

Application and Submission

19-1

Chapter 20

Implementation

20-1

Chapter 21

Notifications
andSubmissionofDocuments to the Securities Commission
Malaysia

21-1

Chapter 22

Reporting to the Securities Commission
Malaysia

22-1

Schedule A

Deed of Real Estate Investment Trust

A-1

Schedule B

Contents of a Real Estate Investment
Trust’s Annual Report

B-1

Schedule C

Valuation

C-1

Schedule D

Submission of Applications

D-1

Schedule E[Deleted]

SCHEDULES

Chapter 1: Introduction

INTRODUCTION
The Guidelines on Listed Real Estate Investment Trusts (Guidelines) isissued by the SC under section 377 of the Capital Markets and Services
Act 2007 (CMSA).
These Guidelines set out requirements for a proposal in relation to thelisting and quotation of units of a conventional or Islamic real estate
investment trust (REIT) on the Main Market of Bursa Securities, which
may include the following:
Establishment of a conventional or Islamic REIT in Malaysia; andIssue and offering of units of such REIT.
1.02A

In addition to complying with these Guidelines, any proposal in relation
to the listing and quotation of units of an Islamic REIT on the Main Market
of Bursa Securities and conversion to an Islamic REIT must also comply
with the Guidelines on Islamic Capital Market Products and Services.
In the case of listed REITs, these Guidelines shall supersede the
Guidelines on Real Estate Investment Trusts and Guidelines for Islamic
Real Estate Investment Trusts.
The securities laws and these Guidelines form the regulatory framework
for REITs in Malaysia, and must be read together.
To assist with the interpretation of the requirements under these
Guidelines and their application, Guidance has been inserted, whereappropriate. Any action or conduct which departs from the Guidance will
be taken into account by the SC in determining compliance with these
Guidelines.
The SC may, upon application, grant an exemption from or variation to
the requirements of these Guidelines if the SC is satisfied that–such variation is not contrary to the intended purpose of therelevant requirement in these Guidelines; or

1-1

Chapter 1: Introduction

there are mitigating factors which justify the said exemption orvariation.
Thereafter, an exemption or variation shall be referred to as “relief” inthese Guidelines.

1-2Chapter 2: Definition

DEFINITIONS
Unless otherwise defined, all words used in these Guidelines shall havethe meaning as defined in the CMSA. In these Guidelines, unless thecontext otherwise requires:
accounting records

includes invoices, receipts, orders
for payment of money, bills of
exchange, cheques, promissory
notes,
vouchers,
andotherdocuments of prime entry and also
includes such working papers andother documents necessary to
explainthemethods
andcalculations by which the financial
statements are made up;

advisermeans a holder of a CMSL foradvising on corporate finance orsuch other person as may beapproved by the SC based on the
person’s qualification, expertise andexperience;

approved accounting
standards

has the meaning assigned to it in the
Financial Reporting Act 1997;

Bursa Securities

means Bursa Malaysia Securities
Bhd;

CMSL

means Capital Markets Services
Licence;CMSRLmeans Capital Markets Services
Representative’s Licence;

2-1

Chapter 2: Definition

CMSA

means the Capital Markets andServices Act 2007;

collective investment
schemes (CIS)

means any arrangement where–(a) it is made for the purpose, or
having the effect, of providing
facilities
for
personstoparticipate in or receive profits
or income arising from theacquisition,
holding,management or disposal of
securities, derivatives or any
other assets (referred to as
fund’s assets) or sums paid outof such profits or income;(b) the persons who participate in
the arrangements do not have
day-to-day control over the
management of the fund’s
assets;(c) the contributions from thepersons who participate in thearrangements and the profits orincome from which payments
are made, are pooled; and(d) the fund’s assets are managed
by an entity who is responsible
for the management of thefund’s assets and is approved,
authorised or licensed by arelevant regulator to conduct
fund management activities;

2-2

Chapter 2: Definition

For the purpose of these Guidelines,
the definition of CIS does notinclude business trusts;
eligible market

means a market that–(a) is regulated by a regulatory
authority;(b) operates regularly;(c) is open to the public; and(d) has adequate liquidity for the
purposes of the fund inquestion;

financial institutionmeans–(a) if the institution is in Malaysia,
licensedbank,
licensed
investment bank, or licensed
Islamic bank; or(b) if the institution is outside
Malaysia, any institution that islicensed, registered, approved,or authorised by the relevantbanking regulator to provide
financial services;financial statements

has the meaning as set out in theapproved accounting standards
issued or approved by the
Malaysian Accounting Standards
Board pursuant to the Financial
Reporting Act 1997;

2-3

Chapter 2: Definition

fund manager

means a person who is appointed
by the management company toundertake the fund management
function, or part thereof, for a REIT
and who is either –(a) a holder of a CMSL for the
regulated activity of fundmanagement in relation toasset management restricted to
REITs; or(b) in the case of a company
outside Malaysia, a person
properly licensed or authorisedby the relevant regulator in its
home jurisdiction to carry out
fund management activities;

general publicmeans the general public within
Malaysia;

group of companies

means any company and its related
corporations;

independent directormeansadirectorwhois
independent of management andfree from any business or otherrelationship which could interferewith the director’s exercise of
independent judgement or the ability
to act in the best interest of the unit
holders of the REIT as a whole.
Without limiting the generality of theforegoing, an independent director
is one who –2-4

Chapter 2: Definition(a) is not, and has not been within
the last 3 years, an officer of the
management company or any
related corporation of the
management company (eachcorporation is referred to as“said Corporation”) of the REIT
managedbythesaid
Corporation, and the trustee, or
any related corporation of thetrustee, of the REIT managed
by the said Corporation. For
this purpose, “officer” has themeaning given in section 2 of
the Companies Act 2016 but
excludes a director who has
served as an independent
director in any one or more of
the said Corporations for a
cumulative period of less than
12 years;(b) is not a major shareholder ofthe said Corporation or a major
unit holder of the REIT
managedbythesaid
Corporation;(c) is not a family member of, any
officer or major shareholder ofthe said Corporation, or major
unit holder of the REIT
managedbythesaid
Corporation;(d) is not acting as a nominee or
representative of any executive
director or major shareholder of
2-5Chapter 2: Definition

the said Corporation, or major
unit holder of the REIT
managedbythesaid
Corporation;(e) has not been engaged as anadviser by the said Corporation,or the REIT managed by thesaid Corporation under suchcircumstances as prescribed inparagraph 4.0 of Practice Note
13 of the Main Market Listing
Requirement (“PN 13 of the
MMLR”), or is not presently apartner, director (except as anindependent director) or major
shareholder, as the case may
be, of a firm or corporation
which provides professional
advisory services to the said
Corporation or the REIT
managedbythesaid
Corporation
under
such
circumstances as prescribed inparagraph 4.0 of PN 13 of the
MMLR; or(f)

2-6

has not engaged in anytransaction with the said
Corporation or the REIT
managedbythesaid
Corporation
under
such
circumstances as prescribed inparagraph 5.0 of PN 13 of the
MMLR, or is not presently apartner, director or major
shareholder, as the case may
be, of a firm or corporation

Chapter 2: Definition(other than subsidiaries of the
management company) which
has engaged in any transaction
with the said Corporation or the
REIT managed by the said
Corporation
under
such
circumstances as prescribed inparagraph 5.0 of PN 13 of the
MMLR; and(g) has not served as anindependent director in any
one or more of the said
Corporationsoranindependent
memberofinvestmentcommittee
or
Shariah adviser of the REIT fora cumulative period of morethan 12 years from the date of
his first appointment in suchcapacity.
For
purposes
Guidelines –

2-7

of

these

(i)

the
term
“said
Corporation”
underparagraph 4.0 and 5.0 of
PN 13 of the MMLR has
the same meaning withthe definition of “saidCorporation” stated inparagraph (a) above; and

(ii)

the
term
“related
corporation” refers tosection7oftheCompanies Act 2016.

Chapter 2: Definition

independent member

in relation to the investmentcommittee and the Shariah adviserof the REIT, means a person who is
free from any relationship with the
management company or a major
shareholder of the managementcompany that would otherwiseinterfere with the member’s exercise
of independent judgement. In any
case, a period of three years must
elapse before a person who waspreviously
connected to the
management company or a major
shareholder can be deemed
independent. The following is a nonexhaustive list of persons that would
notbeconsideredasanindependent member:(a) in relation to the investmentcommittee of a REIT, an officerof the said Corporation but
excludingits
independent
director;(b) in relation to a Shariah adviser,
an officer of the said
Corporation;(c) An officer of the trustee of the
REIT or any related corporationof the trustee;(d) An officer of any body corporate
or unincorporated body that has
the power to appoint or makerecommendations towards the

2-8Chapter 2: Definition

appointment of members of theinvestment committee or the
Shariah adviser of the REIT;(e) A person related to an officer ofthe management company ortrustee of the REIT, or major
unit holder of the REIT
managedbythesaid
Corporation;(f)

A person representing or seen
to be representing any body
corporate or unincorporated
body which is a major
shareholder
inthemanagementcompanyormajor unit holder of the REIT
managedbythesaid
Corporation;(g) A person who, within three
years prior to his appointment
as an independent member,has derived any remuneration
or benefit, other than retirement
benefit, from the managementcompany or any body corporate
or unincorporated body that has
the power to appoint or makerecommendations towards theappointment of members of theboard of directors of the
managementcompany,
members of the investmentcommittee and the Shariah
adviser of the REIT; or

2-9

Chapter 2: Definition(h) A person who has served as anindependent
memberofinvestmentcommittee
or
Shariah adviser of the REIT fora cumulative period of morethan 12 years from the date of
his first appointment in suchcapacity.
licensed bankhas the meaning assigned to it in the
Financial Services Act 2013;

licensed investment bankhas the meaning assigned to it in the
Financial Services Act 2013;

licensed Islamic bankhas the meaning assigned to it in theIslamic Financial Services Act 2013;

Main Market Listing
Requirements

means the Bursa Securities Main
Market Listing Requirements;

major shareholder

has the meaning assigned to it in theMain Market Listing Requirements;

major unit holder

has the meaning assigned to it in theMain Market Listing Requirements;

net asset value (NAV)

means the value of all the REIT’s
assets less the value of all the
REIT’s liabilities at the valuation
point;

2-10

Chapter 2: Definition

non-real estate assets

means:(a) Units of other listed REITs;(b) Listed shares;(c) Listed securities of and issued
by property companies;(d) Debt securities or sukuk issued
by, or fully guaranteed by, thegovernment of Malaysia;(e) Debt securities or sukuk issued
by property companies, andreal
estate-related
assetbacked securities; and(f)Commercial papers or Islamic
commercial papers; or debt
securities or sukuk issued bycompanies or institutions fallingwithin the top three long-term
credit rating and highest shortterm credit rating by any
domestic or global rating
agency;offer for salemeans an invitation by, or on behalfof, an existing holder to purchaseunits of the REIT already in issue or
allotted;offer for subscriptionmeans an invitation by, or on behalfof, the REIT to subscribe units of the
REIT not yet in issue or allotted;

2-11Chapter 2: Definition

ordinary resolutionmeans a resolution passed by asimple majority of votes validly castat a meeting of unit holders;person connected

has the meaning assigned to it intheMainMarketListing
Requirements;

principal adviser

has the meaning assigned to it in the
Principal Adviser Guidelines;

property development
activities

means an activity which involves aconstruction or an extension of abuilding, or any other activity which
results in the REIT being unable toreceive or be entitled to any rental
income from that building or land
during the period of construction or
redevelopment;

real estate investment
trust (REIT)

means a unit trust scheme thatinvests or proposes to invest
primarily in income-generating realestate;real estatemeans land and all things that are anatural part of the land as well as
things attached to the land both
below and above the ground andincludes rights, interests andbenefits related to the ownership of
the real estate, but excludes
mineral, or oil and gas assets andresources;

related partymeans–(a) the management company of
2-12Chapter 2: Definition

the REIT;(b) the trustee of the REIT;(c) a major unit holder of the REIT;(d) a director, chief executive
officer or major shareholder ofthe management company; or(e) a person connected with any of
the above;
restricted offer for salemeans an invitation to an identifiablegroup or pool of investors by, or on
behalf of, an existing unit holder topurchase units of the REIT alreadyin issue or allotted;

restricted offer for
subscriptionmeans an invitation to an identifiablegroup or pool of investors by, or on
behalf of, an existing unit holder tosubscribe for units of the REIT not
yet in issue or allotted;

SCmeans the Securities Commission
Malaysia established under the
Securities Commission Malaysia
Act 1993;

Shariah adviser

has the meaning assigned to it in the
Guidelines on Islamic CapitalMarket Product and Services;

special resolutionmeans a resolution that is passed bya majority of not less than 75% of
the total voting rights of the unit

2-13Chapter 2: Definition

holders who are entitled to vote on
the resolution at the meeting.
For the purpose of terminating a
REIT, a special resolution is passedbyamajorityinnumberrepresenting at least 75% of thetotal voting rights of the unit holders
voting at the meeting;stock exchange

has the meaning assigned to it in the
CMSA,
and
includesstock
exchanges in foreign jurisdictions;sukuk

has the meaning assigned to it in the
Guidelines on Unlisted CapitalMarket Products under the Lodge
and Launch Framework;

total asset valuemeans the value of all the REIT’s
assets based on the latest valuation;

unit trust fundhas the meaning assigned to “unittrust scheme” in the CMSA.

Calculation of Time Period
Reference to “days” in these Guidelines will be taken to mean calendar
days unless otherwise stated. Furthermore, any time period stated inthese Guidelines where no specific method for determining the time
period is set out, the period starts on the day after the day of the event.

2-14Chapter 3: The Management Company

THE MANAGEMENT COMPANY
GeneralFor the purpose of these Guidelines, a management company is acompany that –establishes a REIT;
issues, offers for subscription, makes an invitation to subscribe
for or purchase units of the REIT; andoperates and manages the REIT.
A management company must–(a)be an entity incorporated in Malaysia; and(b)hold a CMSL for the regulated activity of fund management inrelation to asset management restricted to REITs.

Directors
The directors of a management company must represent and safeguard
the interests of unit holders of the REIT.
The board of directors of a management company must comprise atleast –
two independent directors, while maintaining a minimum ratio ofat least one-third independent directors at all times; and(b)

one woman director.

A director of a management company must not–(a)hold office as a director of more than one management company
at any one time; and3-1

Chapter 3: The Management Company(b)hold office as a member of the investment committee of a REIT
operated by another management company.

Roles and Responsibilities of a Management Company
In performing its duties as stipulated under the CMSA, a managementcompany must–(a)

exercise the degree of care and diligence that a reasonable
person would exercise in the position of a managementcompany;(b)

act in the best interest of unit holders and, if there is a conflict
between unit holders’ interests and its own interests, give priority
to unit holders’ interests;(c)observe high standards of integrity and fair dealing in managing
the REIT to the best and exclusive interest of unit holders;(d)ensure that the assets of the REIT are–(i)clearly identified as the REIT’s assets; and(ii)

held separately from the assets of the managementcompany and any other REIT managed by the
management company;(e)conduct all transactions for the REIT on arm’s length basis;(f)[Deleted](g)appoint a compliance officer who must directly report to the boardof directors;(h)appoint an individual as a designated person responsible for thereal estate management of the REIT, who must possess thenecessary experience and expertise in real estate investment;(i)where the REIT’s investment strategy includes investments in
non-real estate assets, ensure that a designated person
responsible for such investments is appointed, whether the
3-2

Chapter 3: The Management Company

function is undertaken internally within the managementcompany or externally. Where the function is undertakeninternally, the management company must ensure that thedesignated person appointed possess the necessary experienceand expertise to manage non-real estate assets. Where thefunction is undertaken by an external party, the managementcompany must ensure that the external party appoints adesignated person for the REIT;(j)

not take on, lease or otherwise acquire, except for the purposesof operating the REIT and those entered into in the ordinary
course of business, any immovable real estate or interest therein;
and

(k)

ensure that all real estate acquired are insured in the name of thetrustee.

For the purpose of subparagraph 3.06(i), the designated person
appointed by the external party must be a holder of a CMSRL to carryon the regulated activity of fund management in relation to portfolio
management. Where such designated person is in a foreign fundmanagement company, the designated person must be licensed,
registered, approved or authorised to carry on the activity of fundmanagement by the relevant regulator in his home jurisdiction.
Property manager
Where a property manager is appointed, the management company
must ensure that the property manager possesses the necessary
experience and expertise in real estate management.
Where a management company has an equity interest in the property
manager, the property manager must only manage the real estate of the
REIT managed by such management company.
Foreign Investments
Where investments involve real estate located outside Malaysia, themanagement company must ensure that it has the necessary
experience, capability, resources, and competence to deal with the legal
and other regulatory requirements of real estate located outside
Malaysia.
3-3Chapter 3: The Management Company

A management company must, at a minimum, be able to demonstratethat it has the requisite competence, experience, and resources to–(a)analyse the issues and risks associated with foreign investments;(b)develop, implement, and keep up-to-date a set of effective
internal controls and risk management systems to deal withexisting and foreseeable risks associated with foreign
investments; and(c)inform investors in a clear, concise, and timely manner of theinvestment profile and risk to the REIT.

A management company must have a contingency plan that enables it
to proactively respond to any urgent need that may arise in the courseof its investment and management of real estate located outside
Malaysia and its divestment of such real estate.
Valuations
A management company must take all reasonable steps and exercise
due diligence to ensure that the REIT’s assets are correctly valued inaccordance with the securities laws, these Guidelines, prospectus anddeed.
For the purpose of valuing the REIT’s assets, a management company
must not do or omit anything that would or might confer on itself a benefit
or advantage at the expense of unit holders or investors.
Maintenance of records
A management company must maintain, or cause to be maintained fora period of at least seven years–
the accounting records and other books to sufficiently explain thetransactions and financial position of the REIT and enable trueand fair financial statements to be prepared from time to time;andsuch accounting records and other books in such a manner aswill enable them to be conveniently and properly audited.

3-4

Chapter 3: The Management Company

A management company must ensure that the financial statements of
the REIT give a true and fair view of the REIT’s financial position as at
the end of the REIT’s financial year end.
Provision of Information
A management company must submit or make available any information
relating to the REIT, its business and any other information as may berequired by the trustee from time to time.

3-5Chapter 4: [Deleted][Deleted]

4-1

Chapter 5: Appointment of Third Party to Undertake Functions

APPOINTMENT OF THIRD PARTY TO UNDERTAKE FUNCTIONSGeneralA management company may appoint a third party to undertake its fundmanagement function.
The management company is responsible for proper conduct of thefunction undertaken by such third party and will be held equally
responsible for the action and omission by the third party.
For the purpose of these Guidelines, a third party appointed by amanagement company to undertake the fund management function for
a REIT will be referred to as “fund manager”.
A management company must ensure that–
adequate procedures are in place to monitor the conduct of thefund manager and to ensure that the function undertaken is
performed in a proper, diligent and efficient manner;the fund manager has controls in place to ensure compliancewith the securities laws, these Guidelines, prospectus and deed;andin relation to an appointment of a foreign fund manager, a letterof undertaking is provided by the foreign fund manager to the SC
that–
(i)

it will maintain for a period of at least seven years, proper
records to sufficiently explain the transactions enteredinto on behalf of the REIT and the financial position of the
REIT in relation to such transactions; and(ii)

it would enable such records to be conveniently andproperly audited or inspected.

5-1Chapter 5: Appointment of Third Party to Undertake Functions

In appointing a fund manager, a management company must also
ensure that the person appointed is suitable to undertake the particularfunction, including that it–is duly licensed or authorised by the relevant authority;
has adequate financial resources;
has an adequate track record in the performance of the function;andhas adequate and appropriate human resources, systems,
procedures and processes, including compliance with applicablerequirements, policies and procedures on internal controls, tocarry out the function.
The service agreement governing the appointment of a fund manager
must, among others, contain clear provisions on–
the services to be provided;
the fees, remuneration and other charges;
any restriction or prohibition regarding the performance of thefunction to be undertaken; andreporting requirements, including the line of reporting to the
management company, and means of evaluating theperformance of the fund manager.

Appointment of a fund manager
An appointment of a fund manager by a management company requires
prior notification to the SC in writing.
Where a management company appoints a foreign fund manager, theservice agreement between the management company and the foreign
fund manager must include, in addition to the requirements set out inparagraph 5.06, provisions on the following:

5-2

Chapter 5: Appointment of Third Party to Undertake Functions

Adequate training arrangements between the foreign fundmanager and the management company; andPowers of examination and inspection by the managementcompany, the trustee and the SC to ensure that the foreign fundmanager is in compliance with the securities laws, these
Guidelines, prospectus and the deed.
An officer of a fund manager must not hold office as a member of–
the investment committee of any REIT for which the fundmanager is appointed to manage; or
the Shariah adviser of any REIT for which the fund manager isappointed to manage.
The fund manager’s remuneration must be borne by the managementcompany and not be charged to the REIT.
[Deleted][Deleted]

5-3

Chapter 6: Appointment of Investment Committee

INVESTMENT COMMITTEE
General
In addition to the appointment of a trustee, a management company isencouraged to establish and maintain additional oversight arrangements
to provide an oversight over the operation and management of the REIT,
such as appointing an investment committee for the REIT.
Where an investment committee is appointed, the investment committee
should comprise–at least three individual members; andat least two independent members, while maintaining a minimum
ratio of at least one-third independent members at all times.
A member of the investment committee should not hold office as–
member of an investment committee of a REIT managed andadministered by another management company;
director of another management company;
Shariah adviser for the same REIT; or
an officer of the fund manager for the REIT.

Roles and Responsibilities
An investment committee should ensure that the REIT is managed inaccordance with–
the REIT’s investment objective;the deed;
the prospectus;
6-1Chapter 6: Appointment of Investment Committee

the securities laws and these Guidelines;
the internal investment restrictions and policies; andacceptable and efficacious investment management practices
within the real estate investment industry.
An investment committee’s roles and responsibilities include thefollowing:
Select appropriate strategies to achieve the proper performanceof the REIT in accordance with the investment policies;
Ensure that the strategies selected are properly and efficiently
implemented by the management company or the fund manager,
if any; andActively monitor, measure and evaluate the performance of the
management company or the fund manager, if any.

Fit and Proper Criteria
The persons appointed should–
be of good repute and character;observe high standards of integrity and fair dealing in carryingout their duties and responsibilities;
act with due skill, care, and diligence in carrying out their duties
and responsibilities;
take reasonable care to ensure that they carry out their duties
and functions in accordance with these Guidelines; andpossess the necessary qualifications, expertise, and experience,
particularly in the respective fields to perform their duties andresponsibilities in a fit and proper manner.

6-2

Chapter 6: Appointment of Investment Committee

The persons should not have been involved in any unethical orinappropriate practice. Among others, the persons could be subject to adisqualification in any of the following events:
A petition filed under bankruptcy laws or the persons have been
declared bankrupt;
A criminal proceeding for the conviction for the fraud, dishonesty
or any other offence punishable with imprisonment of one year
or more, anywhere in the world;
Any inquiry or investigation carried out by any government or
statutory authority or body, in which an adverse finding was
found; andAny unethical practice and activity which would render the
persons unfit to perform an oversight function.
It is the responsibility of the management company to assess the abilityof the person to carry out the duties and responsibilities required of him.
In the case of an establishment of a new management company, such
responsibility lies with the holding company or promoter and its board of
directors.
Where any person becomes subject to any disqualification or becomesotherwise unfit to hold office, the management company must ensurethat the person vacates the position immediately.
Where an individual is appointed as a member for more than one
committee of REITs operated and managed by the same managementcompany, he must act separately and independently for each of the fund
he is appointed for.

6-3

Chapter 7: Constitution of a Real Estate Investment Trust

CONSTITUTION OF A REAL ESTATE INVESTMENT TRUST
Instrument Constituting the REIT
In addition to the requirements of the CMSA, the deed to be registeredby the SC must contain the minimum requirements prescribed in
Schedule A.
The contents of the deed must not be prejudicial to the interest of a unit
holder and must not contain any matter which is inconsistent with thesecurities laws and relevant guidelines issued by the SC.
The management company and trustee are responsible for maintaining
the deed and making necessary amendments to the deed in accordancewith the securities laws and relevant guidelines issued by the SC.

Name of the REIT
The management company and trustee must ensure that the name of
the REIT is appropriate and not misleading.
The SC may require the management company to change the name of
the REIT if the SC is of the opinion that the name of the REIT isinappropriate or misleading.
Guidance to paragraph 7.05
The SC will take into account, among other matters, whether thename of the REIT–(a) implies that the REIT has merits which are not justified;(b) is inconsistent with the REIT’s investment objective or policy;(c) might mislead investors into thinking that a person other thanthe management company is responsible for the REIT or partof the REIT;

7-1

Chapter 7: Constitution of a Real Estate Investment Trust(d) is substantially similar to the name of another REIT in Malaysia
or elsewhere; or(e) is, in the opinion of the SC, likely to offend the public.

Investment Objective of the REIT
The investment objective of the REIT must be clear, specific andstipulated in the deed.
Where the strategies adopted to meet the investment objective of the
REIT involve investment in a particular type of real estate, market or
geographic area, it is the management company’s duty to ensure thatan appropriate portion of the REIT is invested in accordance with that
intention.

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Chapter 8: Investments of the Real Estate Investment Trust

INVESTMENTS OF THE REAL ESTATE INVESTMENT TRUST
GeneralThe REIT’s assets must–
be relevant and consistent with the investment objective andstrategy of the REIT; andprovide a prudent spread of risk, in line with the investment
objective and strategy of the REIT.
All dealings in the REIT’s assets must be appropriate to the REIT andconsistent with the securities laws, these Guidelines, prospectus anddeed.
A management company must–
inform the trustee in writing and keep them updated on any
proposal relating to acquisitions or disposals of real estate;
inform the trustee in writing of any acquisition or disposal of nonreal estate assets within one business day after which theacquisition or disposal was effected;
ensure that the REIT’s assets have proof of title or ownership ofinterests to allow proper custodial arrangements to be made; andcancel a transaction or make a corresponding acquisition or
disposal at its own expense to secure restoration of the previous
position where the trustee conveyed an opinion that a particularacquisition or disposal exceeds the powers conferred on it, or isotherwise contrary to the interests of unit holders.

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Chapter 8: Investments of the Real Estate Investment Trust

Permissible Investments
Subject to the requirements and restrictions on investments andactivities outlined in this Chapter, a REIT may only invest in thefollowing:
Real estate;
Non-real estate assets; andCash, deposits and money market instruments.

Requirements and Restrictions on Investments and Activities
At least 75% of a REIT’s total asset value must be invested in real estatethat generates recurrent rental income at all times.
Investments in Real Estate
An investment in real estate may be by way of direct ownership or
through a shareholding in a special purpose vehicle. Where theinvestment is through a shareholding in a special purpose vehicle, amanagement company must ensure that–the investment is in the best interest of unit holders;
there are valid commercial reasons for investing through thespecial purpose vehicle instead of in the real estate directly;
the REIT owns the entire equity interest in the special purpose
vehicle. However, where this is not possible, the REIT must have
majority ownership of and control over the special purpose
vehicle such that it is able to exercise all rights and interests over
the real estate without any hindrance; andthe value of the special purpose vehicle is backed by the valueof the real estate.
Where a REIT acquires a real estate through a shareholding in a special
purpose vehicle, the management company must not assume any
liability of the special purpose vehicle, except for the commitments in
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Chapter 8: Investments of the Real Estate Investment Trust

relation to loan or financing facilities with financial institutions relating to
the real estate.
For the purposes of an initial listing of a REIT or acquisitions by a listed
REIT, a management company must ensure the following:
The real estate has a good track record or good prospects forreasonable levels of future net rental income;If capital expenditure is to be incurred to enhance the real estate,such expenditure would not materially affect the yield to unit
holders; andThe real estate is free from encumbrances at the time of listingor acquisition, except for charges entered by financial
institutions, trustee or management company in relation toborrowing or financing facilities.
Guidance to subparagraph 8.08(a)Factors which should be taken into consideration include, but are
not limited to, the following:(a) For the purpose of determining whether the real estate has agood track record, historical tenancy levels for the real estate
and the net rental income generated from it which
demonstrates a reasonable yield for the REIT that issustainable; and(b) For the purpose of determining whether the real estate has
good prospects–(i)the ability of the real estate to yield a reasonable return
within a reasonable period of time;(ii)

there should be good potential to secure tenants; and(iii)

it should be competitive and located within goodcatchment areas.

8-3Chapter 8: Investments of the Real Estate Investment Trust

A management company must ensure the following:
The REIT has good marketable legal and beneficial title in all its
real estate; andThe REIT has majority ownership of and control in the real estate
acquired to enable the REIT to exercise all rights and interests
over the real estate without any hindrance.
Guidance to subparagraph 8.09(b)In determining whether a REIT has control over a subdivided realestate, a management company must assess and determine that
the REIT is able to manage the risks associated with suchownership, including maintenance and asset enhancement.
For this purpose, “subdivided real estate” means any real estatecomprising a parcel or multiple parcels in a subdivided building, or
any real estate which is a single en bloc parcel of a building blockwithin an integrated development comprising various component
blocks.
Notwithstanding subparagraph 8.09(a), a REIT may invest in a realestate through a lease arrangement, provided that the managementcompany ensures the following:
Where the lease relates to a real estate located in Malaysia, thelease must be registered with the land authority;
Where the lease relates to a real estate located outside Malaysia,
the lease must be registered or recognised by the relevant landauthority under a land registry framework equivalent to that of
Malaysia;
The REIT has the relevant rights, interests and benefits(including the right to sub-lease) related to the REIT’s interests
as a lessee of the real estate;
The total value of investment through a lease arrangement,
where the real estate having remaining lease period of less than

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Chapter 8: Investments of the Real Estate Investment Trust

30 years must not exceed 25% of the REIT’s total asset value atthe point of listing or acquisition, as the case may be; andThe interests of unit holders of the REIT are protected withrespect to the risk relating to the REIT not being the registeredproprietor of the real estate. Legal opinion must be obtained forthis purpose.
Where it is not possible to register or recognise the lease with therelevant land authority as set out in subparagraphs 8.10(a) and (b), the
REIT may enter into such lease arrangement, provided that the following
additional criteria are met:
The real estate is ancillary to a real estate of the REIT, whether
existing or proposed to be acquired;
It is in the best interest of the unit holders; andThe value of the arrangement does not exceed 5% of the valueof the real estate that it is ancillary to.
Guidance to subparagraph 8.11(a)Example of ancillary real estate includes a pedestrian bridge, tunnel
or path, or car park space.
Guidance to subparagraph 8.11(c)A higher percentage may be allowed where there are valid
commercial justifications. In such cases, prior consent from the SC
must be obtained.

A management company must ensure that where the consents of therelevant authorities or parties to transfer the lease interest in the realestate are required, such consents have been obtained–
in the case of a REIT which is seeking listing, before the REIT’s
prospectus is registered with the SC; or

8-5

Chapter 8: Investments of the Real Estate Investment Trustin the case of a REIT which is already listed, before theacquisition of the real estate.
A REIT may invest in real estate where it does not have a majority
ownership and control provided that–the total value of these real estate does not exceed 25% of the
REIT’s total asset value at the point of listing or acquisition, as
the case may be; andthe investment in these real estate is in the best interest of unit
holders.
A management company may only acquire vacant land provided that –such acquisition is undertaken for the purposes of property
development activities;
the aggregate investments of such acquisition and property
development activities must comply with paragraph 8.17; andthe developed real estate is intended to be held for at least two
years upon completion.
The developed real estate may be disposed within two years from thedate of completion of the development provided that the managementcompany obtains–
the trustee’s consent; andunit holders’ approval by way of a special resolution at a general
meeting.
Subject to paragraph 8.17, a REIT may invest in real estate underconstruction, provided that the following criteria are met:
The arrangement or agreement to acquire the real estate underconstruction is made subject to the completion of the building
with sufficient cover for construction risks;

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Chapter 8: Investments of the Real Estate Investment Trust

The arrangement or agreement to acquire the real estate underconstruction must be on terms which are the best available for
the REIT and which are no less favourable to the REIT than anarm’s length transaction between independent parties; andThe prospects for the real estate to be acquired upon its
completion are reasonably expected to be favourable.
The aggregate investments in property development activities (Property
Development Costs) and real estate under construction must not exceed
15% of the REIT’s total asset value. For avoidance of doubt, suchinvestments cannot be accounted towards meeting the requirement ofparagraph 8.05.
Property Development Costs refers to:
Costs that are directly attributable to development activities orthat can be allocated on a reasonable basis to such activities;
andWhere applicable, the acquisition cost of the real estate that isbeing acquired for development purposes.
Guidance to paragraph 8.18
For the purpose of calculating Property Development Costs:(a) The management company is expected to include a prudent
buffer to cater for cost overruns that may arise during thecourse of development; and(b) Where the management company undertakes property
development activities for existing real estate, the book valueof such real estate should not be included.

Where a REIT proposes to invest in real estate located outside Malaysia,
the management company must ensure that–such an investment is in the best interest of the REIT and its unit
holders; and8-7

Chapter 8: Investments of the Real Estate Investment Trust

the relevant laws, rules and guidelines are complied with, andthat approvals or authorisations from the relevant authorities(foreign or domestic) have been obtained prior to the initial listingof a REIT or acquisitions by a listed REIT, as the case may be.
Guidance to subparagraph 8.19(a)Factors which should be considered by a management company inensuring that investments in real estate located outside Malaysia
are in the best interest of the REIT and its unit holders include, but
are not limited to, the following:(a) Entry barriers, such as foreign ownership restrictions, foreignexchange and remittance control, and anti-competition
provisions;(b) Economic and political environment, legal, judicial and financial
reporting framework, and the real estate market in the foreigncountry;(c) Operational barriers, such as enforcement of legal rights as
landlord and transparency of financial reporting;(d) Taxation matters that may affect operations of a REIT investingin the foreign country concerned;(e) Where applicable, the existence of a foreign entity to whomfunctions are delegated, the ability of the managementcompany to maintain sufficient on-going supervision of suchforeign entity and the presence of any constraint or limitation in
engaging such an entity;(f)Possible exit strategies or mechanisms for the foreign market
and termination arrangements for the REIT’s foreign
investments; and(g) Practical and effective measures that would address any issueor mitigate the risks that may arise out of the foreign investment.
A management company must arrange adequate insurance coverage in
relation to all real estate of the REIT.
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Chapter 8: Investments of the Real Estate Investment Trust

Investments in Non-real Estate Assets
A REIT’s investment in non-real estate assets are subject to thefollowing investment limits and restrictions:
The securities must be traded in or under the rules of an eligible
market, except for unlisted debt securities or sukuk;
The value of a REIT’s investments in securities issued by any
single issuer must not exceed 5% of the REIT’s total asset value;
The value of a REIT’s investments in securities issued by anygroup of companies must not exceed 10% of the REIT’s total
asset value; andA REIT’s investments in any class of securities must not exceed
10% of the securities issued by any single issuer.
The management company must ensure that the limits and restrictions
for investments in non-real estate assets are complied with at all times
based on the most up-to-date value of the REIT’s assets.
Guidance to paragraph 8.22
The use of the REIT’s latest total asset value, as disclosed in thelatest audited financial statements of the REIT and adjusted for any
proposed transaction since the issuance of such financial
statements, is acceptable in determining compliance with the limits
and restrictions.
The limits and restrictions in paragraph 8.21 do not apply to securities
issued or guaranteed by the Malaysian government or Bank Negara
Malaysia.
In determining compliance with the limits or restrictions, any accrued
entitlement on the securities held by the REIT may be excluded. The
entitlement must not be exercised if the exercise results in the breach of
any limit or restriction.
Notwithstanding paragraph 8.24, the right of convertibility may be
exercised even if it results in a breach of any limit or restriction, provided
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Chapter 8: Investments of the Real Estate Investment Trust

there are justifiable reasons and prior consent of the trustee has beenobtained. Nonetheless, the management company must, within a timeframe of not more than one month from the date of the breach, take allnecessary steps and actions to rectify the breach.
Investments in non-real estate assets in a foreign market are limited toforeign markets where the regulatory authority is an ordinary or
associate member of the International Organization of Securities
Commissions (IOSCO). A management company must also ensure thatthe foreign market is an eligible market where it also has satisfactory
provisions relating to–
the regulation of the foreign market;
the general carrying on of business in the market with due regard
to the interests of the public;
adequacy of market information;
corporate governance;
disciplining of participants for conduct inconsistent with just andequitable principles in the transaction of business, or for acontravention of, or a failure to comply with, the rules of theforeign market; andarrangements for the unimpeded transmission of income andcapital from the foreign market to the REIT.
Investments in Cash, Deposits and Money Market Instruments
The REIT’s assets may consist of placement of deposits provided that it
is with a financial institution.
Usage of Derivatives
A REIT may use derivatives for the sole purpose of hedging a REIT’s
existing risk exposure.

8-10Chapter 8: Investments of the Real Estate Investment Trust

Borrowings or Financing Facilities
A REIT may use borrowings or financing facilities to invest in real estateand for capital expenditure purposes.
A REIT may only borrow or obtain financing facilities from financial
institutions or through the issuance of debt securities or sukuk.
In relation to the issuance of debt securities or sukuk for the purpose ofinvestment in real estate, a management company, may do so througha special purpose vehicle wholly owned by the REIT.
The total borrowings or financing facilities, including borrowings or
financing through issuance of debt securities or sukuk, and deferredpayment arrangements of a REIT, must not exceed 50% of the total
asset value of the REIT at the time the borrowings or financing facilities,
or deferred payment arrangements are incurred.
Guidance to paragraph 8.32
For the purpose of calculating this limit, only deferred payment
arrangements in relation to the acquisition of real estate must be
included.
For the purpose of calculating the total borrowings or financing facilities
of a REIT, hybrid securities may be excluded provided that the following
criteria are met:
The securities have a perpetual term;
The redemption is at the sole discretion of the REIT;
The distributions are non-cumulative;
There are no features that will have the effect of incentivising the
REIT to redeem its units (e.g. step-up in interest or profit rates);andThe securities are deeply subordinated in the event of liquidation.

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Chapter 8: Investments of the Real Estate Investment Trust

The management company may pledge the REIT’s assets to secureborrowings or financing facilities provided that the consent of the trustee
has been obtained.
The trustee must ensure that the REIT’s borrowings or financing facilities
and pledging of the REIT’s assets are not prejudicial to the interests of
the unit holders.

Breach of Limits and Restrictions
Where a REIT fails to comply with any of the limits and restrictions under
this Chapter, the management company must–
notify the SC within three business days after it becomes awareof such breach;take all necessary steps and actions to rectify the breach, andmust not enter into any transaction that could increase the extent
of the breach; andnotify the SC as soon as practicable where such breach has been
rectified.
Where the breach of limits and restrictions is a result of an appreciation
or depreciation of the REIT’s total asset value, the managementcompany must rectify such breach within a period of not more than threemonths from the date it becomes aware of such breach.
Notwithstanding paragraph 8.37, the three-month period may be
extended if it is in the best interest of unit holders and trustee’s consent
is obtained.
In the event the three-month period is extended, the managementcompany must notify the SC and unit holders on the progress of therectification of the breach through the quarterly reports.
Where a REIT fails to comply with paragraph 8.05 as a result of
disposals of real estate, divestments or issuance of new units, themanagement company must take all necessary steps and actions torectify the breach, within a period of 12 months from the date of thebreach.

8-12Chapter 8: Investments of the Real Estate Investment Trust

For investments in non-real estate assets, a 5% allowance in excess ofany limit or restriction is permitted where the limit or restriction isbreached through an appreciation or depreciation of the REIT’s total
asset value.

Non-Permissible Activities
A REIT is not permitted to conduct the following activities:
Extension of loans, financing facilities or any other credit facility
to any person; andAcquisition of a vacant land, except for the purposes of property
development activities.

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Chapter 9: Conflict of Interest and Related-Party Transactions

CONFLICT OF INTEREST AND RELATED-PARTY TRANSACTIONS
A management company and a fund manager must avoid any conflictsof interest. Where a conflict cannot be avoided, appropriate safeguards
must be put in place to protect the interests of the unit holders andensure that the REIT is not disadvantaged by the transaction concerned.
If a management company manages more than one REIT and atransaction involves two or more of the REITs managed by the
management company, transactions between these two REITs are
deemed as related-party transactions for each of the REIT involved in
the transactions.
Any related-party transaction, dealing, investment, and appointments
involving a REIT must be made on terms which are the best available
for the REIT and which are no less favourable to the REIT than an arm’s
length transaction between independent parties.
The appointment or renewal of appointment of a fund manager who is arelated party of the management company must be approved by the
independent directors of the management company.

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Chapter 10: Valuation

VALUATION
To determine the REIT’s NAV per unit, a fair and accurate valuation of
all assets and liabilities of the REIT must be conducted.

Real Estate
A valuation of the real estate of a REIT must be carried out by anindependent valuer as follows:
In the case of a REIT seeking listing, all real estate which will bein the REIT’s investment portfolio upon listing; andIn the case of a listed REIT –(i)

all real estate in the REIT’s investment portfolio at least
once a financial year; and(ii)

all real estate to be acquired or disposed by the REIT.

A valuation of the real estate of a REIT must comply with the Asset
Valuation Guidelines in the following circumstances:
Where a REIT is to be listed on the Main Market of Bursa
Securities; andWhere the valuation is conducted for a transaction that requires
unit holders’ approval.
In circumstances other than paragraph 10.03, the valuation report mustbe–prepared in accordance with the Malaysian Valuation Standards
or, in the case of a foreign real estate, other applicable valuation
standards;

10-1Chapter 10: Valuation

prepared for a date of valuation that must not be more than six
months before the date of the sales and purchase agreement or
six months before the REIT’s financial year end, whereapplicable; andupdated where there are significant changes affecting thevaluation between the date of valuation and the date of the sales
and purchase agreement or the date of the auditor’s report,
where applicable.
Where the REIT acquires a real estate with income support
arrangements, the management company and trustee must ensure thatthe market value of the real estate acquired excludes the effects of theincome support arrangement.
The valuer–
must be duly appointed by the trustee; andmay conduct valuation on any particular real estate of a REIT for
up to three consecutive years only.
A trustee may, at any time and on its own accord, appoint a valuer to
conduct a valuation of the real estate owned by a REIT.
The SC reserves the right to, at the cost of the REIT, seek a second
opinion on the value of a real estate.

Non-real Estate Assets
A valuation must be carried out on all non-real estate assets inaccordance with Schedule C.
Valuations of these types of assets must be based on a process whichis consistently applied and leads to objective and independently
verifiable valuations.
The valuation points for these types of assets must be at the end of eachquarter of the REIT’s financial year.

10-2Chapter 10: Valuation

Upon completion of the valuation, the management company must notify
the trustee immediately of the NAV per unit of the REIT.

Incorrect Valuation
Where incorrect valuation occurs, the management company must–take immediate remedial action to rectify such incorrect
valuation;
notify the trustee; andnotify the SC, unless the trustee considers the incorrect valuation
to be of minimal significance.

10-3Chapter 11: Fees and Expenses

FEES AND EXPENSES
Fees
A management company and trustee may only be remunerated by wayof an annual fee charged to the REIT.
A management company may charge a fee for the acquisition or
disposal of real estate by the REIT, provided it has clear justification foreach type of fees payable to the management company.
Such fees may only be charged to the REIT if permitted by the deed andare clearly disclosed in the prospectus, circular or announcement.
The fees must not be higher than that disclosed in the prospectus
unless–the management company has notified the trustee in writing of
the new higher rate, and the trustee agrees after considering
matters as stated in paragraph 11.05;
for trustee fee, the trustee has notified the management company
in writing of the new higher rate and the management company
agrees after considering matters as stated in paragraph 11.07;
the management company has announced to Bursa Securities of
the higher fee rate and its effective date; and30 days have elapsed since the date of the announcement.
A management company must demonstrate, and the trustee must
agree, that the management fee is reasonable, considering–
the roles, duties, and responsibilities of the managementcompany;
the interests of unit holders;

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Chapter 11: Fees and Expenses

the nature, quality and extent of the services provided by the
management company;
the size and composition of the REIT’s assets;
the success of the management company in meeting the REIT’s
investment objective;
the need to maximise returns to unit holders; andthe maximum rate stipulated in the deed.
If at any time the trustee is of the opinion that the management fee
charged to the REIT is unreasonable, the trustee must take necessary
actions, which may include convening a unit holders’ meeting, to ensurethat the fee charged commensurate with the services provided by the
management company.
The trustee fee must be fair and reasonable, considering–
the roles, duties, and responsibilities of the trustee;
the interests of the unit holders;the maximum rate stipulated in the deed; andthe size and composition of the REIT’s assets.

Expenses of the REIT
Only expenses, or part thereof, directly related and necessary inoperating and administering a REIT may be paid out of the REIT. These
include, but are not limited to, the following:
Maintenance of real estate;Taxes and other duties charged on the REIT by the governmentand other authorities;
Fees and other expenses properly incurred by the auditor
appointed for the REIT;
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Chapter 11: Fees and Expenses

Fees for the valuation of any investment of the REIT byindependent valuers for the benefit of the REIT;
Costs incurred for the modification of the deed of the REIT otherthan those for the benefit of the management company ortrustee;Costs incurred for any meeting of the unit holders other thanthose convened for the benefit of the management company ortrustee; andExpenses for the listing on the stock exchange.
General overheads and costs for services expected to be provided by amanagement company must not be charged to the REIT.
A trustee must ensure that all expenses charged to the REIT are
legitimate. In addition, a trustee must ensure that the quantum of
expenses charged to the REIT is not excessive or beyond the standard
commercial rates. Where uncertainties arise, the trustee must exercise
its discretion carefully and appropriately in determining whether or not
to allow the expense or the quantum of the expense to be charged to
the REIT.
A trustee may be reimbursed by the REIT for any expenses
appropriately incurred in the performance of its duties andresponsibilities as a trustee.

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Chapter 12: Public Offerings and Listings

PUBLIC OFFERINGS AND LISTINGS
The initial size of a REIT proposing a primary listing on the Main Market
of Bursa Securities must be at least RM500 million.
In determining the size of the REIT, a management company must take
into account its resources, expertise, experience, and overall capability
to carry out its duties in accordance with the securities laws, these
Guidelines and the deed.

Methods of Offering of Units
GeneralThe methods of offering of units chosen should enable the REIT to havea broad base of unit holders and comply with the unit holding spreadrequirements of Bursa Securities.
A REIT must, as part of its listing scheme, undertake an offering of units
to the general public and the allocation for such units must be madethrough a balloting process. The balloted portion must constitute at least
2% of the approved size of the REIT, or an aggregate of 10 million units,
whichever is higher.
Expenses incurred relating to an offer for sale or restricted offer for saleof units must be borne by the offeror.
Placement of Units
The principal adviser must act as the placement agent or whereapplicable, joint placement agent, for any placement of units under an
initial public offering.
The principal adviser or any other placement agent must not retain any
unit being placed for its own account, except under the following
circumstances:
Where such units are taken up following an underwriting
agreement, in the event of an under-subscription; or
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Chapter 12: Public Offerings and Listings

Where such units being retained are over and above the total
number of units required to be in the hands of public unit holders,
to meet the unit holding spread requirement of Bursa Securities.
The retention of units for the purposes of this paragraph must not
result in the principal adviser or placement agent holding,whether directly or indirectly, 5% or more of the total number ofunits issued.
Units may not be placed with persons connected to the placement agent,
except under the following circumstances:
Where such persons connected to the placement agent are–(i)statutory institutions managing funds belonging to thegeneral public; or(ii)

entities established as collective investment schemes
which are considered to represent the general public; orWhere the placement is made following a book-building exercise,in which case–(i)the placement agent or book-runner must establish
internal arrangements to prevent the persons connected
to it from accessing the book;(ii)

the placement agent or book-runner must fully inform the
management company and obtain the managementcompany’s consent before inviting persons connected to
it to bid for the units;(iii)

the persons connected to the placement agent or bookrunner must disclose to the placement agent or bookrunner and the management company, the bid amounts
which they have put in for their own or proprietary accountor customer account, as applicable; and(iv)

the allocation to persons connected to the placement
agent or book-runner must be consistent with theallocation policy that has been communicated to andagreed by the management company of the REIT,

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Chapter 12: Public Offerings and Listings

including the number of units to be allocated to a single
party.
The aggregate number of units placed with persons connected to theplacement agent above must not be more than 25% of the total numberof units made available for placement by the placement agent.
Placement of units may not be made to–directors of the management company, existing unit holders of
the REIT or persons connected to them, whether in their own
names or through nominees, except under restricted offers
stated in paragraph 12.14; andnominee corporations unless the names of the ultimate
beneficiaries are disclosed.
As soon as practicable after the placement exercise but in any event, nolater than three market days after the listing of the REIT, the principal
adviser must submit to the SC the following:
For each placement agent, the final list setting out the names,
home or business addresses, identity card or passport orcompany registration numbers, occupations or principal activities
and Central Depository System (CDS) account numbers of all theplacees and in the case where the placees are nominee
corporations or funds, the ultimate beneficial owners of the units
placed, and the amount and price of units placed to each placee;andA confirmation from the principal adviser that to the best of its
knowledge and belief, after having taken all reasonable steps
and made all reasonable enquiries, the details set out in the final
list of placees in subparagraph (a) are accurate and theplacement exercise complies with the requirements onplacement as stated in these Guidelines.
The information on the ultimate beneficiaries of the units as required insubparagraph 12.11(a) need not be submitted for the following types ofplacees:12-3

Chapter 12: Public Offerings and Listings

Statutory institutions managing funds belonging to the generalpublic;Collective investment schemes or prescribed investment
schemes approved by the SC; andCollective investment schemes which are authorised, approvedor registered investment schemes incorporated, constituted or
domiciled in a jurisdiction other than Malaysia and regulated by
the relevant regulatory authority in that jurisdiction, subject to theprincipal adviser confirming to the SC that such schemes havebeen duly authorised, approved or registered.
The SC reserves the discretion to require submission of such further
information on the placement exercise and the placees as the SC may
consider necessary for the purpose of establishing the propriety of theexercise or the independence of the placees.
Restricted Offers
Restricted offers for sale and restricted offers for subscription which are
undertaken as part of the listing scheme may only be made to thefollowing groups of persons:
Directors and employees of the management company;
Directors and employees of the subsidiary or holding company ofthe management company;
Other persons who have contributed to the success of the realestate, such as long-term tenants; andShareholders of the holding company of the managementcompany, if the holding company is listed.
The aggregate amount of units which may be offered to the groups of
persons under subparagraphs 12.14 (a), (b) and (c) must not be morethan 10% of the total number of units issued upon listing or 25% of theunits offered, whichever is lower.

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Chapter 12: Public Offerings and Listings

Pricing of a unit
The issue price of units offered for subscription or sale, for which a listingis sought, must be at least RM0.50 each.
Where units are offered to related parties in conjunction with the initialpublic offering, the price of such units must be set at least at the issue
price to the public.

Underwriting
Underwriting arrangements are at the discretion of the managementcompany and its principal adviser.
The principal adviser must be part of the syndicate of underwriters forthe units offered under the initial public offering if there is an underwritingarrangement.
A REIT seeking listing on the Main Market of Bursa Securities must
disclose in its prospectus–
the minimum level of subscription and the basis for determining
the minimum level based on factors, such as the level of funding
required by the REIT and the extent of the unit holding spreadneeded; andthe level of underwriting that has been arranged, together withjustifications for the level arranged.
Where the minimum level of subscription is not achieved, the offering ofunits must be terminated and all consideration received must be
immediately returned to all subscribers.

12-5Chapter 13: Operational Matters

OPERATIONAL MATTERS
Distribution of Income
Any distribution of income must only be made from realised gains orrealised income, after taking into consideration the following:
Total returns for the period;
Income for the period;
Cash flow for distribution;
Stability and sustainability of distribution of income; andThe investment objective and distribution policy of the REIT.

Rebates and Soft Commission
A management company, fund manager, trustee or trustee’s delegate
must not retain any rebate from, or otherwise share in any commission
with, any broker or dealer in consideration for directing dealings in a
REIT’s assets. Accordingly, any rebate or shared commission must be
directed to the account of the REIT concerned.
Notwithstanding paragraph 13.02, goods and services (softcommission) provided by any broker or dealer may be retained by the
management company, fund manager, trustee or trustee’s delegate if–
the goods and services are of demonstrable benefit to unit
holders and in the form of research and advisory services thatassist in the decision making process relating to the REIT’s
investments;
dealings with the broker or dealer are executed on terms which
are the most favourable for the REIT; and13-1

Chapter 13: Operational Matters

the practice of the management company, fund manager, trustee
or trustee’s delegate in relation to soft commissions is adequately
disclosed in the prospectus and annual reports, including adescription of the goods and services received by the
management company, fund manager, trustee or trustee’sdelegate.
Where paragraph 13.03 applies, the compliance officer must verify andinform the management company’s board of directors or the audit andcompliance committee, if any, that any goods or services received by
the management company or the fund manager, comply with therequirements of these Guidelines.

Creation and Cancellation of Units
A management company must instruct the trustee in writing to create orcancel units of a REIT.
A trustee must create or cancel units immediately on receipt of, and inaccordance with, the instructions given by the management company.
A management company must not, when giving instructions to thetrustee for the creation or cancellation of units, do or omit to do, anythingwhich would confer on itself or the fund manager a benefit at theexpense of a unit holder or an investor.
Any instruction for the creation or cancellation of units may be modified
but only if the trustee agrees and has taken reasonable care to
determine that–the modification corrects an error in the instruction; andthe error is an isolated one.

Trustee May Refuse to Create or Cancel Units
Notwithstanding any other requirements under these Guidelines, atrustee may by notice to the management company refuse to–create units;13-2

Chapter 13: Operational Matterscancel units; orcreate or cancel units in the number instructed by the
management company,
where the trustee considers the creation or cancellation is not in the bestinterest of unit holders or it would result in a breach of the securities
laws, these Guidelines or the deed.

Terminating a REITA REIT must be terminated upon the occurrence of any of the following
events:The SC’s approval is withdrawn;
A special resolution is passed at a unit holders’ meeting toterminate the REIT; andThe REIT has reached its maturity date as specified in the deed.
Upon the occurrence of any of the events under paragraph 13.10–
Chapter 8 (Investments of the Real Estate Investment Trust)ceases to apply to the REIT;
dealings in, and creation and cancellation of units must cease;
the trustee must –(i)realise all the REIT’s assets remaining in its hands;(ii)

after paying or retaining adequate amount for all liabilities
payable and cost of termination, distribute to unit holders
the net cash proceeds available for the purpose of such

13-3

Chapter 13: Operational Mattersdistribution in proportion to the number of units held byunit holders respectively; and(iii)

in relation to any monies held by the trustee that remain
unclaimed after 12 months, transfer such monies to theRegistrar of Unclaimed Moneys, in accordance with therequirements of the Unclaimed Moneys Act 1965.

The management company or trustee must as soon as practicable after
the termination of the REIT, undertake the following:
In circumstances where unit holders’ resolution for thetermination is not required, inform unit holders of suchtermination; andPublish a notice on the termination of the REIT in one national
Bahasa Malaysia newspaper and one national English
newspaper.
The management company and trustee must notify the SC in writing–upon the passing of a resolution to terminate the REIT, or upon
the court confirming the unit holders’ resolution to terminate the
REIT; andupon the completion of the termination of the REIT.
While a REIT is being terminated–the financial period continues to run; andannual reports continue to be required, unless after consulting
the auditor and the SC, the management company has taken
reasonable care to determine that timely production of an annual
report is not required in the interests of unit holders. The
management company must ensure that, in addition to therequirements in Schedule B, the annual report must contain
information on the progress of the termination.

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Chapter 13: Operational Matters

The trustee must also arrange for the auditor of the REIT to conduct a
final audit of the REIT‘s financial statements upon completion of thetermination of the REIT.
Within two months of the completion of the termination of the REIT, thefollowing must be provided to unit holders and submitted to the SC:
A copy of the final audited financial statements;
An explanation from the management company as to how thereal estate has been disposed of, salient terms of disposal andthe net proceeds; andA trustee’s report that the management company has terminatedthe REIT in accordance with these Guidelines and the deed.

Meetings of Unit Holders
A management company and trustee may convene a meeting of the unit
holders at any time, other than the required circumstances provided forin the CMSA.
In addition, a management company shall–hold a general meeting of the unit holders of the REIT, to becalled “annual general meeting” in every calendar year within fourmonths of the REIT’s financial year end and not more than 15
months after the holding of the last preceding annual general
meeting; andat the annual general meeting, lay before the unit holders of the
REIT the annual report of the REIT for the period since thepreceding statement, or in the case of the first statement, since
the establishment of the REIT, made up to a date not more thanfour months before the date of the said meeting.
Notwithstanding subparagraph 13.18(a), a management company shallnot be required to hold an annual general meeting in the year of its
establishment provided that the management company hold its firstannual general meeting within six months of its first financial year end.

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Chapter 13: Operational Matters

Notice of Meetings
When a management company or trustee decides to convene a unit
holders’ meeting, it must–
give at least 14 days written notice to unit holders;specify in the notice, the place, time, and terms of the resolutions
to be proposed; andpublish an advertisement giving the relevant notice of the unit
holders’ meeting in the national language and English daily
newspaper circulating in Malaysia.
For the annual general meeting or a general meeting for the passing ofa special resolution, the management company must–
give at least 21 days written notice to unit holders;specify in the notice the place, time and the terms of theresolutions to be proposed; andpublish an advertisement giving the relevant notice of the annual
general meeting in the national language and English daily
newspapers circulating in Malaysia.

QuorumThe quorum required for a meeting is five unit holders, whether present
in person or by proxy, provided always that the quorum for a meeting
which requires a special resolution is five unit holders holding inaggregate at least 25% of the units in issue at the time of the meeting.
Unless otherwise provided in the deed, if within half an hour from thetime appointed for the meeting, a quorum is not present, the meeting–if convened at the request of the unit holders, must be dissolved;
andin any other case, must stand adjourned to–

13-6

Chapter 13: Operational Matters(i)a day and time which is seven or more days after the day
and time of the meeting; and(ii)

a place appointed by the chairman.

Resolutions
A resolution passed at a meeting of unit holders binds all unit holders,
whether or not they were present at the meeting. No objection may bemade as to any vote cast unless such objection is made at the meeting.
In the case where a general meeting is convened for the removal of amanagement company, such removal must be by way of an ordinary
resolution.

Voting Rights
A management company must not exercise the voting rights for the units
it holds or its nominees hold in any unit holders’ meeting, regardless ofthe party who requested for the meeting and the matter or matters thatare laid before the meeting.
Notwithstanding paragraph 13.26, a management company may
exercise the voting rights for the units it holds or its nominees hold in a
general meeting held for the removal of the management company.
Related parties of the management company must not vote or becounted in the quorum at a meeting if they have interest in the outcomeof a transaction tabled for approval which is different from the interestsof other unit holders.

ProxiesA unit holder may appoint another person to attend a unit holders’meeting and vote in the unit holder’s place.
Every notice calling a unit holders’ meeting must contain a statementthat a unit holder is entitled to attend and vote, or may appoint a proxy.

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Chapter 13: Operational Matters

The document appointing a proxy must be deposited at the office of the
management company, or at such other place within Malaysia as
specified in the notice convening the meeting, not less than 48 hours
before the meeting or adjourned meeting.
13.31A However, if during the convened meeting and where the discussion
pertaining to the resolution of the meeting has concluded, the chairmanof the meeting decides to hold the poll voting of the resolution at a later
date, the document appointing a proxy must be deposited not less than
24 hours before the time appointed for the taking of the poll.
Guidance to paragraphs 13.31 and 13.31A
The timeframe for appointment of proxy to be valid is consistent withthe timeframe provided for companies under the Companies Act
2016. In this regard, clarification provided by the Companies
Commission of Malaysia in its ‘Frequently Asked Questions on
Companies Act 2016 and Transitional Issues’ under ‘Part O –Meetings and Decision Making’ is referred to.
Guidance to paragraph 13.31A
In the event the chairman decides to hold the poll voting of theresolution at a later date, the time fixed for taking the poll does notconstitute an adjournment of a meeting but a continuation of themeeting. In such an event, the document appointing a proxy must be
deposited where –a unit holder chooses to appoint a proxy for the poll voting; ora unit holder chooses to change the proxy for the poll voting.
In this regard, if a unit holder had appointed a proxy for a meeting
pursuant to paragraph 13.31, and the same proxy is to also take thepoll voting at the later date, a new proxy form need not be depositedunder paragraph 13.31A.

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Chapter 13: Operational Matters

Adjournment and Minutes
The chairman–
may, with the consent of any meeting of unit holders at which aquorum is present; andshould, if so directed by the meeting,adjourn the meeting.
A management company must ensure that–minutes of proceedings at every unit holders’ meeting are madeand kept; andminutes referred to in subparagraph (a) are signed by thechairman of the unit holders’ meeting.

Corporate Governance
A management company and the fund manager should adopt good
corporate governance practices and best industry standards for all
activities conducted in relation to the REIT and any matter arising out of
its listing or trading on a stock exchange.
The property manager and valuer of the REIT should observe the bestof corporate governance practices and standards.

13-9

Chapter 14: Annual Report and Audit

ANNUAL REPORT AND AUDIT
Annual Report
A management company must prepare an annual report for the REIT toprovide all necessary information to enable unit holders to evaluate theperformance of the REIT.
If a management company intends to change a REIT’s financial year
end, the management company must obtain–a written confirmation from the REIT’s auditor that the change
would not result in any significant distortion to the financial
position of the REIT; andthe SC’s prior consent before implementing the change.
An annual report of a REIT must include the following:
Audited financial statements;
Auditor’s report;
Management company’s report;
Trustee’s report; andFor an Islamic REIT, Shariah adviser’s report.
The minimum content of the documents required under –subparagraphs 14.03(a), (c), and (d) are set out in Schedule B;
andsubparagraph 14.03(e) is set out in Chapter 33 of the Guidelines
on Islamic Capital Market Products and Services.

14-1

Chapter 14: Annual Report and Audit

The audited financial statements must be–approved by the board of directors of the management company;
andaccompanied by a statement from the management company inaccordance with the resolution of the board of directors whether
in its opinion the financial statements of the REIT is drawn up, in
accordance with the applicable accounting standards, to give atrue and fair view of the financial position and performance of the
REIT. Such statement must be signed by at least two directors;
accompanied with a statutory declaration by a director of the
management company, or where the director is not primarily
responsible for the financial management of the REIT by the
person so responsible, stating his opinion as to the correctness
or otherwise of the financial statements.
The management company’s report must be–approved by the board of directors of the management company;
andsigned on behalf of the board by at least two directors, whosenames must be stated.

Audit
A management company and trustee must ensure that the financial
statements of the REIT are audited annually.
Where the SC is of the opinion that the auditor appointed by the trustee
is not suitable, or where an auditor has not been appointed, the SC may
direct the trustee to replace or appoint an auditor to the REIT.
A trustee may, from time to time, if it deems appropriate, remove theauditor of the REIT and appoint another in its place. In addition, unit
holders may by way of an ordinary resolution request the trustee toreplace the auditor.

14-2

Chapter 14: Annual Report and Audit

Co-operation with Auditors
A management company must take reasonable steps to ensure that its
employees–
provide such assistance as the auditor reasonably requires todischarge its duties;
give the auditor right of access at all reasonable times to relevant
records and information;
do not interfere with the auditor’s ability to discharge its duties;
do not provide false or misleading information to the auditor; andreport to the auditor any matter which may significantly affect thefinancial position of the REIT.
A management company must, in writing, require a fund manager to cooperate with the REIT’s auditor in accordance with the requirements
specified in paragraph 14.10.

14-3

Chapter 15: [Deleted]

PART B: [Deleted][Deleted]

15-1

Chapter 16: [Deleted][Deleted]

16-1

Chapter 17: [Deleted][Deleted]

17-1

Chapter 18: [Deleted][Deleted]

18-1

Chapter 19: Application and Submission

PART C: SUBMISSION, IMPLEMENTATION AND REPORTINGAPPLICATION AND SUBMISSION
Application for Approval and Lodgement
Submissions to the SC for the following must be made by a principal
adviser and be accompanied by the relevant information and documents
as specified in Schedule D:
Application for listing and quotation of units of a REIT on the Main
Market of Bursa Securities under section 212 of the CMSA;
Where applicable, application for the approval of a managementcompany under section 289(1) of the CMSA;[Deleted]
Application for registration of a REIT’s deed under sections
293(1) and 295(1) of the CMSA;
Lodgement of a REIT’s deed under section 296 of the CMSA;
andAny other proposal involving a REIT under these Guidelines.
[Deleted]
Applications to the SC under these Guidelines for proposals involving amanagement company of a REIT may be submitted by a principal
adviser or the management company.
19.03A Applications to the SC for registration, and lodgement of a REIT’s
supplementary or replacement deed may be submitted by a principal
adviser or the management company.
The SC may return applications which are deemed unsatisfactory or
which do not comply with the requirements of the SC.

19-1

Chapter 19: Application and Submission[Deleted]

Valuation reports
Where valuation reports for real estate are required to be prepared for
applications submitted under these Guidelines, two hard copies of thevaluation reports for real estate must be submitted to the SC between
two and four weeks, before the submission of the application proper forthe proposals.

Annual report
19.06A For the purpose of lodgement of the annual report under section
298(1)(a) of the CMSA, the submission should comprise a cover letter
specifying the document lodged, three printed copies of the annual
report, minimum content checklist and an electronic copy in a textsearchable Portable Document Format (PDF).

Further information and documents required by the SC
The SC may, at its discretion, request for additional information anddocuments other than those specified in these Guidelines.
The SC must be immediately informed of–any material change in circumstances that may impact theapplication; andany material change or development in circumstances relating toa proposal occurring subsequent to the SC giving its approval.
Where the material change or development occurs prior to the issue of
documents to unit holders or investors, it must be disclosed in those
documents.

Submission of applications
Unless otherwise specified in these Guidelines, applications under this
Chapter must be submitted as follows:

19-2

Chapter 19: Application and Submission

All submission documents must be in hard copies and one
electronic copy. The electronic copy must be in text-searchable
format (PDF-text);
The electronic copy of the submission documents must be
submitted via e-mail, up to 10MB in size per e-mail, toMISsubmissions@seccom.com.my; andSubmission of hard copies of applications must be addressed to:
Chairman
Securities Commission Malaysia
3 Persiaran Bukit Kiara
Bukit Kiara
50490 Kuala Lumpur(Attention: Corporate Finance and Investments)

Fees and charges
Each application must be accompanied by the relevant fees prescribedby the SC and the fee checklist provided on the SC’s website atwww.sc.com.my. An application is deemed incomplete if the requisite
fee is not submitted.
In addition, charges may be payable to the SC for incidental expenses
incurred in relation to the processing of applications under paragraph19.01.

19-3

Chapter 20: Implementation

IMPLEMENTATIONThis chapter applies to proposals for the listing and quotation of units ofa REIT on the Main Market of Bursa Securities.

Deadline
Proposals must be completed within six months from the date of
approval. Failure to complete a proposal within the specified period
would render the SC’s approval to lapse.
Where an applicant has submitted an application for a review of the SC’s
decision, the time period for implementation commences from the dateon which the decision on the review is conveyed to the applicant.

Extension of time
An extension of time for the completion of an approved proposal may be
granted only in exceptional cases.
The application for extension of time must be fully justified and madethrough a principal adviser no later than 30 days before the approval
expires.
All applications for extension of time for completion of the proposals
must be accompanied by a confirmation letter by the directors of theapplicant that, save as disclosed, there has been no material change ordevelopment in the circumstances and information relating to the
proposals.
Where the approval of the SC is subject to certain conditions which mustbe fulfilled within a specified period of time, any application for extensionof time to fulfil the conditions must be fully justified and be made no later
than 30 days before the expiry of the said specified period.

20-1Chapter 20: Implementation

Post-implementation obligations
The principal adviser and the applicant must submit to the SC thefollowing:
Date of completion for an approved proposal;
A written confirmation of the compliance with terms andconditions of the SC’s approval once the proposal has been
completed; andWhere an indicative issue price and number of securities to beissued are provided in the application for the proposals, theactual figures, once determined.

20-2

Chapter 21: Notifications and Submission of Documents to the Securities Commission
Malaysia

NOTIFICATIONS AND SUBMISSION OF DOCUMENTS TO THE
SECURITIES COMMISSION MALAYSIA
Notifications and documents to be submitted to the SC
A management company must notify the SC of the following, in
accordance with the requirements stipulated under Schedule D, unlessotherwise specified:Appointment or resignation of an investment committee member,
if any;[Deleted];
Appointment of a fund manager to perform fund management
function for the management company;
Appointment or resignation of the property manager and any
delegates;
A resolution passed to terminate a REIT and where applicable, acourt order confirming the same;
Commencement and completion of the termination of a REIT;
andAny breach of the requirements in these Guidelines and whereapplicable, the rectification of such breach.
A management company must submit the following to the SC, in
accordance with the requirements stipulated under Schedule D, unlessotherwise specified.

21-1

Chapter 21: Notifications and Submission of Documents to the Securities Commission
Malaysia

Submission of Notifications and Documents to the SC
All submissions must be accompanied by–a cover letter providing details of the notification or documents
being submitted to the SC; andthe relevant notification form provided on the SC’s website atwww.sc.com.my.
Submissions must be addressed to–
Head of Department
Managed Investment Schemes
Corporate Finance and Investments
Securities Commission Malaysia
3 Persiaran Bukit Kiara
Bukit Kiara
50490 Kuala Lumpur

21-2

Chapter 22: Reporting to the Securities Commission Malaysia

REPORTING TO THE SECURITIES COMMISSION MALAYSIA
GeneralFor the purpose of reporting to the SC, a management company isrequired to submit a Statistical and Investment Return (collectively
referred to as REIT Returns) of the REIT. The REIT Returns must be
submitted on a quarterly basis via a system as may be specified by theSC.
The reporting period must cover a period starting from the first day until
the last day of the respective quarter. For information required at a
certain cut-off, it must be as at the last day of the quarter.
For a newly-listed REIT, the REIT Returns must commence from thequarter in which the REIT is listed. For example, if a REIT was listed on
18 May, the first REIT Returns must be submitted for the first quarter
ending June.
A management company must take all necessary precautions to ensurethat the information provided in the REIT Returns is true, complete andaccurate.
The chief executive officer is ultimately responsible for all information
submitted to the SC. The chief executive officer must ensure that thenecessary policies and procedures are in place and the information
submitted to the SC is true and accurate.
The REIT Returns must be submitted to the SC within seven businessdays of the quarter following the end of the period of reporting.
The Investment Return must be submitted to the trustee for verificationthat it is true, complete and accurate to the best of the trustee’sknowledge and belief prior to submitting it to the SC.

22-1

Chapter 22: Reporting to the Securities Commission Malaysia

The SC considers the REIT Returns submitted via the system as final.
Should there be errors or omissions discovered after the submission has
been made, the management company must immediately make therectification and submit the amended REIT Returns to the SC.

Submission of REIT Returns during termination
While a REIT is being terminated, a management company must
continue to submit REIT Returns until the termination is complete.

22-2

SCHEDULE

1

Schedule A: Deed of a Real Estate Investment TrustSCHEDULE A

DEED OF A REAL ESTATE INVESTMENT TRUSTIn addition to the requirements under these Guidelines and the securities laws,
the constitution of a deed for a REIT must include provisions in relation to thecreation of the REIT or declaration of trust and contain at least the following:
1.

Name of the REIT;

2.

Investment objective of the REIT;

3.

If the REIT has a limited duration, a statement to that effect;4.

Distribution policy of the REIT;

5.

Financial period of the REIT;

6.

Unit holders’ rights and the extent of their liability, including their ability
to take any action against the management company and trustee for any
breach of their duties as set out in the CMSA and these Guidelines;

7.

The appointment of a trustee and the management company of the
REIT;

8.

A statement that the deed–

9.

(a)

is binding on each unit holder as if it had been a party to it andthat it is bound by its provisions;(b)authorises and requires the management company and thetrustee to do things required or permitted of them by terms of thedeed; and(c)is made and governed under the laws of Malaysia;

Management company(a)

Duties of the management company which are prescribed under
the CMSA and these Guidelines;

A-1

Schedule A: Deed of a Real Estate Investment Trust

Duty of the management company to list and maintain the listingof the REIT on the Main Market of Bursa Securities and to comply
with the listing requirements;
Circumstances, procedures and processes for retirement,
removal and replacement of management company; andThe extent of the indemnity provided by the managementcompany;
10.

TrusteeDuties of the trustee which are prescribed under the CMSA andthe Guidelines on the Registration and Conduct of Capital Market
Services Providers;Duty of the trustee to maintain the listing of the REIT on the Main
Market of Bursa Securities and to comply with the listing
requirements; andCircumstances, procedures and processes for retirement,
removal and replacement of trustee;

11.

AuditorCircumstances, procedures and processes for the appointment,
retirement, removal and replacement of the auditor of the REIT;

12.

Investments of the REIT
Authorised investment of the REIT;
Limits and restrictions, including limits on borrowings or financing
facilities of the REIT; andFull particulars on circumstances in which, and methods bywhich, all or any of the investments may be varied;

13.

Valuation
Valuation basis of the assets of the REIT;

A-2

Schedule A: Deed of a Real Estate Investment Trust

Frequency of valuing the real estate and non-real estate assetsof the REIT; andFull particulars on the provision to be made for investments inreal estate that depreciates in value, including the source fromwhich the replacement is to be made or from which the cost of
replacement is to be met. If no provision is made, a statement tothat fact must be clearly stated;
14.

Fees and expenses
Particulars of the remuneration of the management company andtrustee, respectively; andOther expenses payable out of the REIT;

15.

Meeting of unit holders
Circumstances under which the meetings are to be held; andProvisions on the manner in which meetings are conducted,
including the manner in which votes may be given at a meetingof unit holders;16.

Termination of the REIT
Circumstances under which the REIT can be terminated; andProcedures and processes for termination of the REIT;

17.

Other provisions
Provision in relation to the creation of the REIT or declaration oftrust, which also sets out full particulars of the trust, including
precise information as to the circumstances in which the money,
securities, investments, and properties subject to the REIT are or
will be vested in that trustee, and the duties and obligations of
the trustee onwards;
Provisions in relation to the creation and cancellation of units ofa REIT;

A-3

Schedule A: Deed of a Real Estate Investment Trust

Provision for the full particulars on circumstances in which, andmethods by which, all or any of the investments may be varied;
Where any unit to which the deed relates consists of rights orinterests in or arising out of an investment relating to a real estatethat tends to depreciate in value through use or effluxion of time,
particulars of the provision made or to be made for the
replacement of that real estate and the source for the
replacement of that real estate and the source or sources fromwhich replacement is to be made or from which the cost of thereplacement is to be met or, if no provision is made, a statementof that fact;
Where the deed requires, or confers a right on, unit holders toenter into an agreement in connection with the REIT, a provision
incorporating the terms and conditions of that agreement;
Provisions in relation to circumstances under which the dealing
in units can be deferred or suspended;
Provision for the full particulars on the conditions governing thetransfer of any unit to which the deed relates;
Provisions governing the modification of the deed;A statement to the effect that the provisions in the deed shall in
no way be construed as derogating from or limiting any of therequirements of the CMSA, these Guidelines and relevant laws;
andA statement to the effect that the requirements of the CMSA,
these Guidelines and relevant laws shall prevail in the event of
any conflict or inconsistency between the provisions in the deed
and the requirements of the CMSA, these Guidelines andrelevant laws.

A-4

Schedule B: Contents of a REIT’s Annual Report

SCHEDULE B

CONTENTS OF A REIT’S ANNUAL REPORT1.

The information required by the SC under this Schedule is the minimumthat must be included in a REIT’s annual report.

2.

A REIT’s annual report does not need to adopt the terms used under
this Schedule. Where possible, the report should avoid unnecessary
jargon and use terms which are easily understood by unit holders.

3.

In selecting a format for the presentation of the annual report,
consideration must be given, not only to its completeness and accuracy,
but also to the clarity of the overall presentation.

Manager’s report
4.

The manager’s report must include the following details:
Names of all directors of the management company in office atthe date of the manager’s report;
Description and explanation of significant changes in the state ofaffairs of the REIT during the period and up to the date of the
manager’s report, not otherwise disclosed in the financial
statements;
Whether–(i)

at the end of the financial year to which the report relates,
there subsists any arrangement to which the
management company is a party, being an arrangement
whose object is to enable any director or all directors ofthe management company to acquire benefits by meansof the acquisition of units in, or debentures of, the REIT;
or

B-1

Schedule B: Contents of a REIT’s Annual Report(ii)

there have, at any time in that year, subsisted such anarrangement as aforesaid to which the managementcompany was a party,

and if so, the report must contain a statement explaining theeffect of the arrangement and giving the names of the persons
who at any time in that year were directors of the managementcompany and held, or whose nominees held, units in, ordebentures of, the REIT acquired in pursuance of thearrangement;
In respect of each person who, at the end of the financial year towhich the report relates, was a director of the managementcompany for the REIT,–(i)whether or not he was, at the end of that financial year,
interested in units in, or debentures of, the REIT, or both,and, if he was, the number and amount of units in, ordebentures of, the REIT, or both, in which he was theninterested;(ii)

whether or not he was, at the beginning of the year, or, if
he was not then a director, when he became a director,
interested in units in, or debentures of, the REIT, or both,and, if he was, the number and amount of units in, ordebentures of, the REIT, or both, in which he wasinterested at the beginning of that year or when hebecame a director, as the case may be; and(iii)

the total number of units in, or debentures of, the REIT, orboth, bought and sold by him during that financial year;

Whether the management company, before the financial
statements were prepared, took reasonable steps to ascertain
what action had been taken in relation to writing off of bad debts
and the making of provision for doubtful debts, and satisfied
themselves that all known bad debts had been written off andthat adequate provision had been made for doubtful debts;
Whether at the date of the manager’s report the managementcompany is aware of any circumstances which would render theamount written off for bad debts or the amount of the provision
B-2

Schedule B: Contents of a REIT’s Annual Reportfor doubtful debts inadequate to substantial extent and, if so,particulars of the circumstances;
Whether the management company, before the financial
statements were prepared, has taken reasonable steps to ensurethat any current assets which were unlikely to be realised in theordinary course of business including the value of current assets
as shown in the accounting records of the REIT have been
written down to an amount which the current assets might be
expected so to realise;
Whether at the date of the manager’s report the managementcompany was aware of any circumstances–(i)

which would render the values attributed to current assets
in the accounts misleading; and(ii)

which have arisen which would render adherence toexisting method of valuation of assets or liabilities of the
REIT misleading or inappropriate, and, if so, give
particulars of the circumstances;

Whether there exists at the date of the manager’s report–(i)

any charge on the REIT’s assets which has arisen since
the end of the financial year which secures the liabilities
of any other person and, if so, giving particulars of any
such charge and, so far as practicable, of the amountsecured; and(ii)

any contingent liability which has arisen since the end of
the financial year and, if so, stating the general nature of
the liability and, so far as practicable, the maximum
amount, or an estimate of the maximum amount, for which
the company could become liable in respect of the liability;

Whether any contingent or other liability has become
enforceable, or is likely to become enforceable, within the periodof 12 months after the end of the financial year which, in theopinion of the management company, will or may affect the abilityof the REIT to meet its obligations when they fall due and, if so,
giving particulars of any such liability;
B-3

Schedule B: Contents of a REIT’s Annual Report

Whether at the date of the manager’s report the managementcompany is aware of any circumstances not otherwise dealt within the report or accounts which would render any amount statedin the accounts misleading and, if so, giving particulars of thecircumstances;
Whether the results of the REIT’s operations during the financial
year were, in the opinion of the management company,
substantially affected by any item, transaction or event of amaterial and unusual nature and, if so, giving particulars of that
item, transaction or event and the amount or the effect of theitem, transaction or event, if known or reasonably ascertainable;
Whether there has arisen in the interval between end of thefinancial year and the date of the manager’s report any item,
transaction or event of a material and unusual nature likely, in theopinion of the management company, to affect substantially the
results of the REIT’s operations for the financial year in which thereport is made and, if so, giving particulars of the item,
transaction or event;A statement from the directors of the management company
whether they have, since the end of the previous financial year,
received or become entitled to receive a benefit, other than abenefit included in the aggregate amount of remuneration
received or due and receivable by the directors shown in theaccounts or the fixed salary of a full-time employee of the
management company, by reason of a contract made by the
management company or related corporation with the director orwith the firm of which he is a member of, or with a company inwhich he has substantial financial interest, and, if so, the generalnature of the benefit;
A statement whether any soft commission has or has not been
received by the management company or the fund manager forthe period under review from any broker or dealer by virtue oftransactions conducted for the REIT. If any soft commission isreceived, the following must be disclosed:

B-4

Schedule B: Contents of a REIT’s Annual Report(i)

Identification of the goods or services received; and(ii)

Manner in which the goods or services received were
utilised.

Trustee’s report5.

A trustee must prepare a report stating in its opinion whether the
management company has managed the REIT in accordance with thefollowing:
Limitations imposed on the investment powers of the
management company and the trustee under the securities laws,
these Guidelines and the deed; andValuation is carried out in accordance with the deed and any
regulatory requirement.

6.

If the trustee is of the opinion that the management company has notdone so, the trustee must disclose the shortcoming which may have an
impact on the decision of the unit holders or investors to remain invested
or to invest in the REIT. The trustee must highlight steps taken toaddress the shortcoming and to prevent the recurrence of theshortcoming.

7.

The report prepared by the trustee under (5) must include a further
statement stating its opinion whether the distribution of returns by the
REIT is relevant and reflects the investment objective of the REIT.

8.

[Deleted]

9.

[Deleted]

10.

[Deleted]

Audited financial statements
11.

The financial statements must include the following additional items:
NAV of the REIT (before and after distribution);

B-5

Schedule B: Contents of a REIT’s Annual Report

NAV per unit (before and after distribution);
Fees and charges paid to the management company, with eachtype of fee and charge shown separately;
Fees paid to trustee and any reimbursement of trustee’s
expenses;
Valuation fees;
Borrowing ratio of the REIT;
Borrowing ratio means the ratio of the total borrowings or
financing facilities, including borrowings or financing throughissuance of debt securities or sukuk, and deferred arrangementsof a REIT to the total asset value of the REIT, i.e.
Total borrowings or financing
facilities, including borrowings or
financing through issuance of debt
securities or sukuk, and deferredarrangements of the REIT
Total asset
value of the REIT

X 100

For Islamic REIT, amount channelled to baitulmal or charitablebodies;Total amount available for distribution and distribution per unit
(interim and final);
Basis for the fees and charges paid to the management company
and trustee;
Movements in the number of units created or cancelled during
the period, highlighting the number of units created as additional
distribution, if any;
For investments in non-real estate assets, information ontransactions with brokers or dealers must include the following:B-6

Schedule B: Contents of a REIT’s Annual Report(i)

Top 10 brokers or dealers by value of trade;(ii)

The aggregate amount of brokerage fees or commissions
paid by the REIT as well as the amount of fees orcommissions paid to each broker or dealer, highlighting
brokers or dealers relating to the management company
or fund manager, expressed in both value andpercentage;(iii)

Parties related to the management company and fundmanager must be clearly highlighted; and(iv)

Statement on whether dealings with related parties havebeen transacted at an arm’s length basis;

The number of units and value held by the managementcompany and related parties and whether the units are held
legally or beneficially;
Nature of the interest the REIT holds in the real estate (e.g.
whether it is a freehold or held under a lease arrangement, andthe remaining of the lease period if it is held under a leasearrangement);
Composition of the investment portfolio of the REIT as at the dateof the financial report grouped in appropriate categories, e.g. realestate (listed by types e.g. residential, commercial, industrial),
non-real estate assets, that would facilitate a meaningful
analysis. For each category, the following must be stated:(i)Quantity held;(ii)

Cost of the investment;(iii)

Fair value of the investment; and(iv)

Fair value for each holding as a percentage of NAV.

For investments in real estate, the nature of the interest the REIT
holds in such real estate (e.g. whether it is a freehold or held

B-7

Schedule B: Contents of a REIT’s Annual Reportunder a lease arrangement, and the remaining lease period if it
is held under a lease arrangement) must be disclosed.
For investments in non-real estate assets, a list of suspended
counters must be separately identified. Actions to be taken on
these suspended counters must be disclosed. For Islamic REIT,
the securities that have been reclassified as Shariah noncompliant must be separately identified.
Management expense ratio (MER)
MER means the ratio of the sum of fees and the recovered
expenses of the REIT to the average value of the REIT calculated
on a quarterly basis, i.e.
Fees of the REIT +Recovered expensesof the REIT
Average value of
the REIT calculated
on a quarterly basis

X 100

Where:Fees=

all ongoing fees deducted or deductible
directly from the REIT in respect of theperiod covered by the MER, expressed asa fixed amount, calculated on a quarterly
basis. This would include the annual
management fee, the annual trustee fee
and any other fees deducted or deductible
directly from the REIT;

Recoveredexpenses=

all expenses recovered from, or expenses
charged to, the REIT, as a result of theexpenses incurred by the operation of the
REIT, expressed as a fixed amount. Thisshould not include expenses that would
otherwise be incurred by an individual
investor (e.g. brokerage, taxes and levies);
and

B-8

Schedule B: Contents of a REIT’s Annual Report

Averagevalue of the
REIT=

the net asset value of the REIT, including
net income value of the REIT, lessexpenses on an accrued basis, in respectof the period covered by the MER,
calculated on a quarterly basis;[Deleted]
Sources of distribution made to unit holders must be disclosed(the prescribed format is as follows):
Distribution to unit holders is from the following sources:

Rental income
Dividend income
Interest income
Realised gains [less losses] onsale of investments
Previous year/period’s realised
gains
Other income
Less:
Expenses
Taxation

Distribution per unit (sen)

20X7
RM’000

20X8
RM’000

XXX
XXX
XX

XXX
XXX
XX

XXX
XX

XXX
XX

XXX
XXXX

XXX
XXXX

XX

XX

XX
XXX

XX
XXX

X

X

Additional statements on distributions are required when–(i)there are unrealised losses (arising during the year or
period or brought forward from previous year or period)
within the REIT; and/or(ii)

distributions are made from previous year’s realised
gains.

B-9

Schedule C: Valuation

SCHEDULE C

VALUATION
Investment
Instruments

Valuation Basis

Real estate

Market value.

Securities listed onany exchange

Market price.
However, if–(a)a valuation based on the market pricedoes not represent the fair value of the
securities, for example, during abnormal
market conditions; or(b)no market price is available, including in
the event of a suspension in the quotationof the securities for a period exceeding 14days, or such shorter period as agreed by
the trustee,then the securities should be valued at fair value,as determined in good faith by the managementcompany or the fund manager, based on themethods or bases approved by the trustee after
appropriate technical consultation.
Unlisted debt securities
or sukuk denominatedin ringgit Malaysia

Price quoted by a bond pricing agency (BPA)
registered with the SC.
Where a management company is of the view thatthe price quoted by BPA for a specific unlisted debt
securities or sukuk differs from the “market price”
by more than 20 basis points, the managementcompany or the fund manager may use the

C-1

Schedule C: Valuation

Investment
Instruments

Valuation Basis“market price” provided that the managementcompany or the fund manager–(a)records its basis for using a non-BPA
price;(b)obtains necessary internal approvals to
use the non-BPA price; and(c)keeps an audit trail of all decisions andbasis for adopting the “market yield”.

Other unlisted debt
securities or sukuk

Fair value by reference to the average indicative
yield quoted by three independent and reputable
institutions.

Unlistedcollective
investment schemes

Last published repurchase price.

Any other investments

Fair value as determined in good faith by the
management company or the fund manager, on
methods or bases which have been verified by theauditor of the REIT and approved by the trustee
and, adequately disclosed in the prospectus of the
REIT.

C-2

Schedule D – Appendix I: Application for a Listing and Quotation

SCHEDULE DSUBMISSION OF APPLICATIONSAppendix I:
APPLICATION FOR A LISTING AND QUOTATIONThis Appendix sets out the minimum information and documents required by the
SC for applications for a listing and quotation of units of a REIT on the Main
Market of Bursa Securities.
1.

Cover letter
An application submitted to the SC must comprise a cover letter, signedby two authorised signatories of the principal adviser, which contains thefollowing:
Particulars of the initial public offering (IPO proposal);
The following to be sought:(i)Approval for the IPO proposal under section 212 of the
CMSA;

(ii)

Approval-in-principle for the registration of the prospectus
under section 233 of the CMSA; and(iii)

Clearance for the registration of the deed;

If applicable, particulars of other required approvals obtained or
pending in relation to the proposal;
Details of any departure from these Guidelines, together with
relevant justifications and relief sought for such departure. Where
relief has been obtained, to provide details of such relief;
Declaration of conflict of interest, if any, by advisers of andexperts for the application. If a conflict of interest exists, toD-1

Schedule D – Appendix I: Application for a Listing and Quotation

provide full disclosure of the nature of conflict and steps toaddress the conflict;
Matters as required under Part V of the Prospectus Guidelines
for Collective Investment Schemes. A separate cover letter
would not be necessary for compliance with the requirements
under Part V of Prospectus Guidelines for Collective Investment
Schemes; andConfirmation by the due diligence working group on compliancewith the relevant laws, regulations, rules and requirements
governing the real estate of the REIT.
2.

Information on real estate
The following information must be submitted, in tabular form, for eachreal estate owned or to be acquired as part of the listing proposal:
Name;
Vendor or registered owner;
Address;
Type of building (e.g. shopping mall, warehouse, office, industrialetc.);
Description of building;
Net lettable area;
Tenure;Remaining lease period;
Market value based on latest value assessed in a valuation
report;Date of the valuation report;
Name and address of the valuer;
D-2

Schedule D – Appendix I: Application for a Listing and Quotation

Where the real estate is to be acquired as part of the listing
proposal:(i)

Purchase consideration;(ii)

Premium or discount to the market value; and(iii)

Mode of payment and source of financing; andWhere the investment in the real estate is or is proposed to bethrough, a special purpose vehicle, details of the special purpose
vehicle.
3.

Additional documents for Islamic REIT
Shariah pronouncement by Shariah adviser, including detailed
reasoning or justification supporting the proposed listing andquotation of units of an Islamic REIT; andThe current percentage of Shariah Non-Compliant Rental basedon the latest audited financial statements and the proposed plan
to reduce the percentage of such rental.

4.

Other documents
Draft deed;
Registrable prospectus which is complete and fully complies withthe disclosure and documentary requirements in Prospectus
Guidelines for Collective Investment Schemes;
In the case of an acquisition where the real estate are nottransferable at the point of acquisition, i.e. due to charges
imposed by financial institution for loan or financing facilities.

D-3

Schedule D – Appendix I: Application for a Listing and Quotation

(i)

(ii)

A declaration from the advisers or directors stating thefollowing:•

The encumbered real estate is transferable, i.e. all
relevant approvals will be obtained; and•Trustee, on behalf of unit holders, will enter a private
caveat to protect its interest in the real estate and toprevent other encumbrances being entered by anyother party; andAn undertaking or confirmation from the existing financial
institution that it will withdraw the charge made on the realestate upon full settlement of the loan or financing
facilities;

A checklist of compliance with the relevant chapters of these
Guidelines, including commentary on whether the requirements
are met, not met or not applicable, and to provide explanationand justification thereof, with reference to the Guidance, whereappropriate; andApplication form and relevant checklists as specified on the SC’s
website at www.sc.com.my.

D-4

Schedule D – Appendix II: Application to Act as a Management Company of a
New Real Estate Investment TrustAppendix II:
APPLICATION TO ACT AS A MANAGEMENT COMPANY OF A NEW REALESTATE INVESTMENT TRUST
1.

Information on the Management Company
Name;
Date of incorporation;
Date of commencement of operations;Company number;
Date of issue of the CMSL;Name of shareholders and their respective shareholdings, clearlyhighlighting Bumiputera and foreign shareholding, and whether
direct or indirect;
Name and status (whether independent or non-independent; andexecutive or non-executive) of the board of directors;
Name, position, qualification and experience of all key personnel.
Where the key personnel are involved in the fund or real estate
portfolio management, the date of issue and expiry of theirCMSRL and their respective REIT;
Summary of the management company’s financial position forthe past three years and the latest management accounts, whereapplicable (if the latest financial year end is more than six months
prior to the application), in tabular form, disclosing–(i)

issued and paid-up capital;(ii)

shareholders’ fund;D-5

Schedule D – Appendix II: Application to Act as a Management Company of a
New Real Estate Investment Trust(iii)

turnover;(iv)

profit or loss before tax; and(v)

profit or loss after tax,

If the accounts were subject to any audit qualifications, details ofsuch qualifications;
Where a fund manager is appointed, details as follows:
(i)

Name;

(ii)

Date of incorporation;(iii)

Date of commencement of operations;(iv)

Company number; and(v)

Date of issue of the CMSL;

Where a fund manager is appointed, details of the representative
responsible for managing the REIT as follows:(i)Name; and(ii)

Date of issue of the CMSRL;

Where any other third party is appointed by the managementcompany, details of such party as follows:(i)Name; and(ii)

Functions of the third party;

Where the management company has been the subject of any
reprimand action by any other regulatory authority in Malaysia orfor the past three years prior to the date of application, all relevant
particulars including the nature of transgression, name ofauthority, date and type of action taken;
D-6

Schedule D – Appendix II: Application to Act as a Management Company of a
New Real Estate Investment Trust

Details of all current material litigation or arbitration, if any,
including those pending or threatened, and any facts likely to giverise to any proceedings which might materially affect thebusiness or financial position of the management company or
any of its third-parties appointed;
Any other relevant information to support such application; andList of exemptions or variations, if any, that has been accorded
to the management company by the SC.
2.

Other documents
Statutory declaration from the applicant stating that it isindependent of the trustee;
Declaration letter from the directors of the applicant, as per
specimen provided in Appendix VII of this Schedule; andDetails on the property manager, including corporation
information and track record.

D-7

Schedule D – Appendix III: [Deleted]

Appendix III: [Deleted]

D-8

Schedule D – Appendix IV: Application for Registration and Lodgement of a Deed

Appendix IV:
APPLICATION FOR REGISTRATION AND LODGEMENT OF A DEEDA deed of a REIT must be submitted for registration and lodgement according to
the requirements under this Appendix.
Registration of Deed1.

An application to register a deed of a REIT proposing to list and quote
its units on the Main Market of Bursa Securities must be submitted upon
the SC confirming in writing that it has no further comments on the draft
deed.

2.

An application to register a supplementary deed must be submitted
immediately upon the execution of the deed.

3.

An application to register a deed must comprise the following:
Cover letter, signed by at least two authorised signatories of theprincipal adviser, specifying the following:(i)Application to register a deed;(ii)

A confirmation that the accompanying documents arecomplete, signed and dated; and(iii)

A declaration stating that the deed complies with therequirements of the CMSA and Schedule A;

Two copies of the executed and stamped deed;
For a supplementary deed–(i)a unit holders’ resolution sanctioning the modification to
the deed, or a statement from the trustee andmanagement company as prescribed under section
295(4)(b) of the CMSA; and(ii)

a list highlighting the original provisions from the principal
deed and the amended provision; andD-9

Schedule D – Appendix IV: Application for Registration and Lodgement of a Deed

Relevant checklists as specified on the SC’s website atwww.sc.com.my.
Lodgement of Deed
4.

Lodgement of a deed must comprise the following:
Cover letter, signed by at least two authorised signatories of theprincipal adviser, containing the following:(i)A declaration that the copy of the deed lodged with the
SC is identical to the deed registered by the SC; and(ii)

A declaration that the electronic copy of the deed as
required in (4)(c) is identical to the printed deed;

Two copies of the deed;Electronic copy of the deed in text searchable format (PDF-text);
andRelevant checklists as specified on the SC’s website atwww.sc.com.my.

D-10

Schedule D – Appendix V: [Deleted]

Appendix V: [Deleted]

D-11

Schedule D – Appendix VI: [Deleted]

Appendix VI: [Deleted]

I

D-12

Schedule D – Appendix VII: Declaration by the Director of the Management Company

Appendix VII

DECLARATION BY THE DIRECTOR OF THE MANAGEMENTCOMPANY`
Chairman
Securities Commission Malaysia
Dear Sir(NAME OF REIT)(NAME OF MANAGEMENT COMPANY)
Declaration
I, … (name of director)…, have been appointed as a director of… (name ofmanagement company) …
Save as otherwise disclosed in the attachment accompanying this declaration,* I
declare that–(a)

I am not an undischarged bankrupt nor am I presently subjected to any
proceeding under the bankruptcy laws;(b)

I have never been charged with, convicted for or compounded for any
offence under the securities laws, corporation laws or any other laws
involving fraud or dishonesty in a court of law;(c)no action by any securities regulator or securities exchange, whether in or
outside Malaysia, has ever been taken against me for any breach of
securities laws or listing rules for the past five years prior to the submissionof this declaration to the SC *; and(d)to the best of my knowledge, I have not been subjected to any inquiry ofinvestigation by any government or regulatory authority or body for the
past five years prior to the submission of this declaration to the SC.

D-13

Schedule D – Appendix VII: Declaration by the Director of the Management Company

Yours faithfully……(signature)….…
Name of director:
NRIC No:
Name of Management Company:
Date:* To delete if not applicable

D-14

Schedule E: [Deleted]

SCHEDULE E[Deleted]E-1