Annual Report 2007 - The Link REIT

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66 The Link Real Estate Investment Trust Annual Report 2007 Corporate Governance Report The Trust Deed of The Link REIT was amended in 2006 to adopt the disclosure of interests regime and the relevant provisions of Part XV of the SFO. Accordingly, the relevant provisions of Part XV of the SFO shall be deemed to apply to The Link REIT as if The Link REIT is a company with its shares listed on the Hong Kong Stock Exchange. Accordingly, any person who is interested (or has a short position of) in 5% or more of the units of The Link REIT in issue will have a notifiable interest and a duty of disclosure in respect of any acquisition of, cessation of or changes in such interest or short position. Pursuant to the Third Schedule to the Trust Deed, the Manager shall keep a register for this purpose and the register is available for inspection by unitholders during business hours upon reasonable notice to the Manager. As at 31 March 2007, the interests as set out in the register are as follows: Directors’ Interests Number of Units (1) Percentage Dr Patrick FUNG Yuk Bun 100,000 (2) 0.00 5% or more interests Number of Units (1) Percentage The Children’s Investment Master Fund 392,279,500 (3) 18.35 The Children’s Investment Fund Management (UK) LLP 392,279,500 (3) 18.35 Deutsche Bank Aktiengesellschaft 128,466,705 6.01 Deutsche Bank Aktiengesellschaft 5,494,980 (4) 0.26 Franklin Mutual Advisers, LLC 107,447,950 5.03 Mr Timothy R BARAKETT 106,884,770 (5) 5.00 Atticus Management LLC 106,884,770 (5) 5.00 Atticus Capital LP 106,884,770 (5) 5.00 (1) The interests in units disclosed in this section represent long positions in units of The Link REIT unless otherwise stated. (2) The interest was held by Wing Hang Bank Limited, a corporation controlled by Dr Patrick FUNG Yuk Bun, an Independent Non-Executive Director of the Manager. (3) According to the register maintained by the Manager, The Children’s Investment Fund Management (UK) LLP is the investment manager of The Children’s Investment Master Fund and is accordingly deemed to be interested in the 392,279,500 units of The Link REIT owned by The Children’s Investment Master Fund. (4) This is a short position in units of The Link REIT. (5) According to the register maintained by the Manager, Atticus Capital LP is controlled by Atticus Management LLC, which is in turn controlled by Mr Timothy R BARAKETT. Atticus Management LLC and Mr Timothy R BARAKETT are accordingly deemed to be interested in the 106,884,770 units of The Link REIT held by Atticus Capital LP. (6) Deutsche Bank Aktiengesellschaft gave notice on 4 June 2007 that it had an interest in 142,483,705 units of The Link REIT and a short position of 21,424,480 units of The Link REIT on 29 May 2007, representing 6.67% and 1.00% respectively of the units in issue on that date. The Directors have confirmed that they have complied with the required standard set out in the code adopted for dealings in the securities of The Link REIT. So far as the Manager is aware, none of the Directors of the Manager were interested in units or held any short position in units of The Link REIT save and except that Dr Patrick FUNG Yuk Bun, an Independent Non-Executive Director of the Manager, is deemed interested in 100,000 units as at 31 March 2007 by virtue of his association with Wing Hang Bank Limited as disclosed above.
Annual Report 2007 The Link Real Estate Investment Trust 67 Corporate Governance Report So far as the Manager is aware, none of the management staff, whose biographies are disclosed in this Annual Report, held any units in The Link REIT as at 31 March 2007. Holding of Connected Persons in Units of The Link REIT Upon making reasonable enquiry and according to information available to the Manager, the following persons, being connected persons (as defined under the REIT Code) of The Link REIT, held units of The Link REIT as at 31 March 2007: Name Number of Units Percentage of Holdings The Children’s Investment Master Fund (1) 392,279,500 18.35% CapitaLand Limited (2) 68,155,500 3.19% HSBC Group (3) 6,300,600 0.29% Wing Hang Bank Limited (4) 100,000 0.00% Notes: (1) The Children’s Investment Master Fund is a connected person as it is a significant holder (as defined under the REIT Code). Mr John HO Chi On, a Non-Executive Director of the Manager is also a Director of The Children’s Investment Fund Management (Asia) Limited. According to information available to the Manager, The Children’s Investment Master Fund’s unitholding as at 31 March 2007 remains unchanged as compared with the position as at 31 March 2006. (2) CapitaLand Limited is a connected person as Mr LIEW Mun Leong is a common Director of CapitaLand Limited, (the “Strategic Partner”), and the Manager. Mr LIEW Mun Leong and Mr PUA Seck Guan were appointed Non-Executive Directors of the Manager pursuant to the Co-operation Agreement and the Supplemental Agreement signed between the Manager and the Strategic Partner on 27 August 2004 and 26 October 2005, respectively. According to information available to the Manager, CapitaLand Limited has disposed 22,718,500 units of The Link REIT during the year under review and hence its holding was reduced to 68,155,500 units as at 31 March 2007. (3) The Hongkong and Shanghai Banking Corporation Limited and its subsidiaries are connected persons as HSBC Institutional Trust Services (Asia) Limited, an indirect subsidiary of The Hongkong and Shanghai Banking Corporation Limited, is the Trustee. According to information available to the Manager, HSBC Group’s unitholding was 6,300,600 units as at 31 March 2007, an increase of 3,587,600 units as compared with 31 March 2006. (4) Wing Hang Bank Limited is a connected person as Dr Patrick FUNG Yuk Bun, Chairman of Wing Hang Bank Limited, is also a Director of the Manager. According to information available to the Manager, its unitholding as at 31 March 2007 remains unchanged as compared with the position as at 31 March 2006. Directors’ Interests in Contracts No contracts of significance in relation to the Group’s business to which the Manager was a party and in which a Director of the Manager had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. Conflict of Interest The Manager has instituted stringent internal procedures to monitor and deal with conflict of interest issues. In particular: i) Directors are required to report and update changes of their other directorships and positions held in other organisations periodically. A register of such directorships and positions is also maintained; ii) Directors in general cannot vote on business in which they have an interest and cannot be counted in the quorum;
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Designed and produced by : Equity F
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Annual Report 2007 - The Link REIT

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