KIP REIT REAL ESTATE INVESTMENT TRUST (1169638-M)

THE MANAGER OF KIP REIT

CORPORATE INFORMATION

The Manager, KIP REIT Management Sdn Bhd was incorporated in Malaysia on 18 December 2015. As at the date of this prospectus, it has an authorised share capital of [RM400,000.00] comprising [400,000] ordinary shares of par value RM1.00 each of which 100 shares have been issued and fully paid up.

The principal activity of the Manager is to manage and administer KIP REIT. The Manager is a wholly-owned subsidiary of Kip Homes Sdn Bhd, which in turn is jointly-owned by the Promoters.

FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE MANAGER

The Manager shall, subject to the provisions of the Deed and the Relevant Laws and Requirements, carry out all activities as it may deem necessary for the management of KIP REIT and its business. The Manager’s main responsibility is to manage activities in relation to KIP REIT

The Manager shall, in managing KIP REIT, undertake primary management activities in relation to KIP REIT, including but not limited to overall strategy, risk management strategy, new acquisition and disposal analysis, marketing and communications, individual asset performance and business planning, market performance analysis and other activities as provided under the Deed.

In addition, the Manager covenants with the Trustee and each of the Unitholders, among others, the following:

  1. to carry on and conduct its business in a proper, diligent and efficient manner and ensure that KIP REIT is managed and administered in a proper, diligent and efficient manner and in accordance with the Deed and the Relevant Laws and Requirements and in accordance with acceptable and efficacious business practices in the real estate investment industry;

  2. to act with due care, skill and diligence in managing KIP REIT and effectively employ the resources and procedures necessary for the proper performance of KIP REIT;

  3. to observe high standards of integrity and fair dealing in managing KIP REIT to the best and exclusive interest of the Unitholders;

  4. not to take on, lease or otherwise acquire, any immovable property or any interest therein, except for the purposes of operating KIP REIT and those entered into in the ordinary course of business;

  5. not to make improper use of its position in, or information acquired through, managing KIP REIT to gain, directly or indirectly, an advantage for itself or for any other person or to cause detriment to the interest of Unitholders and to ensure that its officers and delegates comply with the same;

  6. to make available, or ensure that there is made available, to the Trustee such information as the Trustee requires with respect to all matters relating to KIP REIT to which the Deed relates;

  7. to the same extent as if the Trustee was a director of the Manager:

    1. to make available to the Trustee or an authorised officer or employee of the Trustee or the Auditor appointed by the Trustee, for inspection, the whole of the books and records of the Manager in relation to KIP REIT wherever kept;

    2. to make available to the Trustee or an authorised officer or employee of the Trustee or the Auditor appointed by the Trustee, for inspection, all financial and other records of KIP REIT wherever kept; and

    3. to give to the Trustee or an authorised officer or employee of the Trustee or the Auditor appointed by the Trustee such oral or written information, explanation or other assistance that they may require with respect to all matters relating to KIP REIT or any Deposited Property (whether acquired before or after the date of the Deed) or otherwise relating to the affairs of KIP REIT;

  8. to ensure that KIP REIT has, at all times, an appointed Trustee and a person responsible for ensuring compliance with the Deed and the Relevant Laws and Requirements;

  9. to appoint a property management company which has been approved by the Trustee to manage the Real Estate held by KIP REIT and which possesses adequate human resources with the necessary qualifications, expertise and experience in real estate management;

  10. to ensure that all Real Estate held by KIP REIT is kept in good repair, that all valid notices from and requirements of proper authorities in relation thereto are observed and complied with and that they are let and otherwise dealt with to the best advantage;

  11. to furnish the Trustee with a copy of all announcements that the Manager makes to Bursa Securities as soon as practicable after the announcement is made to Bursa Securities;

  12. to ensure that its officers and delegates comply with all of its duties and obligations prescribed under the Relevant Laws and Requirements;

  13. to take all necessary steps to ensure that the Deposited Property is adequately protected and properly segregated from other property, whether belonging to the Trustee, Manager or to other third party;

  14. to insure and keep covered or insured in the name of the Trustee for their full replacement value or such amounts as may be recommended by a qualified valuer against fire, explosion, storm, tempest, flood, lightning and other usual risks including loss of rent where applicable on all Real Estate comprised in the Deposited Property and on request by the Trustee produce for the inspection of the Trustee all insurance policies effected;

  15. to account to the Trustee for any loss suffered by the fund as a result of the Manager’s failure to exercise the degree of care and diligence required in operating and managing KIP REIT;

  16. to ensure that the Deposited Property is held separately, legally, from the assets of the Manager and any other fund managed by the Manager;

  17. to take all reasonable steps and exercise due diligence to ensure that the Deposited Property and the Units are correctly valued in accordance with provisions of the Deed and the Relevant Laws and Requirements;

  18. to establish and maintain risk management systems and controls to enable it to identify, assess, mitigate, control and monitor risks in relation to KIP REIT;

  19. to have adequate human resource with the necessary qualification, expertise and experience to carry on business as a manager;

  20. to have adequate and appropriate systems, procedures and processes to undertake the business in a proper and efficient manner; and

  21. to pay the Trustee within 10 Business Days after its receipt, any moneys payable by it to the Trustee under the Deed.