Corporate Governance

Management and Corporate Governance

Eagle HT

Eagle HT comprises Eagle H-REIT, a Singapore-based REIT, and Eagle H-BT, a Singapore-based business trust registered under the BTA. The REIT Manager and the Trustee-Manager, being the responsible entities of Eagle H-REIT and Eagle H-BT, respectively, each has their own board of directors and their own set of procedures in relation to corporate governance.

Due to the different legislative and regulatory requirements in relation to a REIT as compared with a business trust, the corporate governance procedures and disclosure requirements in relation to the REIT Manager are different from those in relation to the Trustee-Manager.

The REIT Manager

The manager of Eagle H-REIT is Eagle Hospitality REIT Management Pte. Ltd.. The REIT Manager is indirectly 51% owned by Howard Wu and 49% owned by Taylor Woods. The Founders are the co-founders of the Sponsor and they each own 50% of the common equity interests in the Sponsor.

The REIT Manager was incorporated in Singapore under the Companies Act on 30 August 2018. As at the Latest Practicable Date, it has an issued and paid-up capital of S$1.0 million and its registered office is located 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623. Its principal place of business is located at 8 Marina Boulevard, #11-32, Marina Bay Financial Centre Tower 1, Singapore 018981. The telephone and facsimile numbers of the REIT Manager are +65 6653 4434 and +65 6653 4788, respectively. The email address of the REIT Manager for any enquiries is enquiry@eagleht.com.

The REIT Manager has been issued a CMS Licence for REIT management pursuant to the SFA on [●] and is regulated by the MAS.

The REIT Trustee

The trustee of Eagle H-REIT is DBS Trustee Limited. The REIT Trustee is a company incorporated in Singapore and licensed as a trust company under the Trust Companies Act. It is approved to act as a trustee for authorised collective investment schemes under the SFA and is regulated by the MAS. As at the date of this Prospectus, the REIT Trustee has a paid-up capital of S$2.5 million. The REIT Trustee has a place of business in Singapore at 12 Marina Boulevard, Level 44, Marina Bay Financial Centre Tower 3, Singapore 018982.

The Trustee-Manager

The trustee-manager of Eagle H-BT is Eagle Hospitality Business Trust Management Pte. Ltd.. The Trustee-Manager is indirectly 51% owned by Howard Wu and 49% owned by Taylor Woods.

The Trustee-Manager was incorporated in Singapore under the Companies Act on 30 August 2018. As at the Latest Practicable Date, it has an issued and paid-up capital of S$1.00 and its registered office is located at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623. Its principal place of business is located at 8 Marina Boulevard, #11-32, Marina Bay Financial Centre Tower 1, Singapore 018981. The telephone and facsimile numbers of the Trustee-Manager are +65 6653 4434 and +65 6653 4788 respectively. The email address of the Trustee-Manager for any enquiries is enquiry@eagleht.com.

Under Section 10(2)(a) of the BTA, the Trustee-Manager is required to act in the best interests of all the holders of Eagle H-BT Units as a whole. Further, under Section 11(1)(a) of the BTA, a Director of the Trustee-Manager is required to act honestly and exercise reasonable diligence in the discharge of the duties of his office and, in particular, shall take all reasonable steps to ensure that the Trustee-Manager discharges its duties under, among other things, Section 10(2)(a) of the BTA.

The MAS has exempted the Trustee-Manager from compliance with Section 10(2)(a) of the BTA and the Trustee-Manager Directors from compliance with Section 11(1)(a) of the BTA on the basis that Eagle H-BT will be dormant as at the Listing Date, and subject to the conditions that:

  1. for the duration of time the Eagle H-REIT Units are stapled to the Eagle H-BT Units, the Trustee-Manager and the Trustee-Manager Directors shall act in the best interests of all Stapled Securityholders; and
  2. the exemptions relating to Section 10(2)(a) of the BTA and Section 11(1)(a) of the BTA are disclosed in this Prospectus.

In the event that Eagle H-BT becomes active and engages in development contracts which carry a substantially different risk vis-a-vis Eagle H-REIT, such transactions (including contracts) should be subject to the threshold set out in Rule 1006 of the Listing Manual.

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