LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

Appendix B2. Related party transactionsA related party is an entity or person that directly or indirectly through one or more intermediaries controls,is controlled by, or is under common or joint control with, the entity in governing the financial and operatingpolicies, or that has an interest in the entity that gives it significant influence over the entity in financial andoperating decisions. It also includes members of the key management personnel or close members of thefamily of any individual referred to herein and others who have the ability to control, jointly control orsignificantly influence by or for which significant voting power in such entity resides with, directly orindirectly, any such individual. This includes the Sponsor, the Manager, parents, subsidiaries, fellowsubsidiaries, associates, joint ventures and post-employment benefit plans, if any.2.1 Related parties transactionsTransactions with related parties mainly consists of trade receivables, intercompany advances andcharges, and loans. The related party transactions are made on terms equivalent to those that prevailin market rated transactions unless otherwise disclosed. The current intercompany balances areunsecured without fixed repayment terms and interest unless stated otherwise. For non-currentbalances an interest is imputed based on the cost of borrowing less the interest rate if any provided inthe agreement for the balance.Intragroup transactions and balances that have been eliminated in the Pro Forma Consolidated BalanceSheet are not disclosed as related party transactions and balances below.The trade transactions and the trade receivables and payables balances arising from lease of spaces andservices rendered are disclosed elsewhere in the notes to the Pro Forma Consolidated Balance Sheet.In addition to the transactions and balances disclosed elsewhere in the notes to the Pro FormaConsolidated Balance Sheet, the Trustee, on behalf of LMIR Trust, has entered into a number oftransactions with the Manager and certain related parties of the Manager in connection with thesetting up of LMIR Trust and the Offering as follows:• The Trustee has entered into the Trust Deed with the Manager. The terms of the Trust Deed aregenerally described in “The Formation and Structure of LMIR Trust” of the Prospectus.• The Retail Space Property Companies, which will be indirectly owned by the Trustee as at the ListingDate, have entered into the Master Lease Agreements with the Master Lessee for the operation,maintenance, management and marketing of the Retail Spaces. These agreements are moreparticularly described in “Certain Agreements Relating to LMIR Trust and the Properties—Description of the Master Lease Agreements” of the Prospectus.• The Retail Mall Property Companies, which will be indirectly owned by the Trustee as at the Listing Date,have entered into the Operating Costs Agreements with the Operating Companies. These agreementsare more particularly described in “Certain Agreements Relating to LMIR Trust and the Properties—Description of the Operating Costs Agreements” of the Prospectus.• The Trustee has entered into the Singapore SPC Share Purchase Agreements with the Vendors for theacquisition of all the ordinary shares and redeemable preference shares in each of the Target SingaporeInvestment Holding Companies. These agreements are more particularly described in “CertainAgreements Relating to LMIR Trust and the Properties—Description of the Singapore SPC SharePurchase Agreements” of the Prospectus. The Trustee has also entered into the Deeds of Indemnitywith Lippo Capital Limited pursuant to which Lippo Capital Limited will, subject to certain conditions,indemnify the Trustee against liabilities or damage suffered by the Trustee arising from any of theSingapore SPC Share Purchase Agreements. These agreements are more particularly described in“Certain Agreements Relating to LMIR Trust and the Properties—Description of the Deeds ofIndemnity” of the Prospectus.• The Retail Mall Property Companies, which will be indirectly owned by the Trustee as at the Listing Date,have entered into the Existing Property Management Agreements with the Property Manager for theoperation, management, maintenance and marketing of the Retail Malls. These agreements are moreparticularly described in “Certain Agreements Relating to LMIR Trust and the Properties—Descriptionof the Existing Property Management Agreements” of the Prospectus.B-16