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AR 2021 N Admin Guide (Bursa)

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ANNUAL REPORT

2021

CELEBRATING
FIVE
YEARS
TABLE OF CONTENTS

OVERVIEW
Vision, Mission, Core Values 2
About KIP REIT 3
About the Manager 5

YEAR IN REVIEW
Letter to Unitholders 6
FY2021 Highlights 8
Performance at a Glance 9
Management Discussion and Analysis 10
Property Details 22
Investor Relations and Corporate Communications 29

BOARD AND MANAGEMENT PROFILE


Board and Management Profile 32

CORPORATE GOVERNANCE AND SUSTAINABILITY


Corporate Governance Overview Statement 35
Statement on Risk Management and Internal Control 40
Audit and Risk Management Committee Report 43
Sustainability Statement 46
Directors’ Responsibility Statement for Audited Financial Statements 53

FINANCIAL STATEMENTS
Manager’s Report 54
Statement by the Manager 57
Statutory Declaration 57
Trustee’s Report 58
Independent Auditors’ Report 59
Statements of Financial Position 63
Statements of Comprehensive Income 64
Statements of Changes in Net Asset Value 65
Statements of Cash Flows 66
Notes to Financial Statements 67

OTHERS
Analysis of Unitholders 116
Corporate Directory 119
Notice of 5th Annual General Meeting 121
Administrative Guide 124
Proxy Form 128

Disclaimer
This annual report, prepared by the Manager for KIP Real Estate Investment Trust may contain certain forward-looking
statements and is prepared based on the Manager’s current view of future events that may involve certain assumptions,
risks and uncertainties. Unitholders and investors are advised that past performance does not neessarily signify its future
performance.
OVERVIEW

VISION
To be a leading Real Estate Investment Trust with sustainability and community engagement at the forefront
of our investment strategies.

MISSION CORE
VALUES
Creating value for our stakeholders to ensure
sustainable growth for our KIP REIT community.

• For our investors: we strive to deliver sustainable


returns for our investors with a steady stream of KNOW-HOW
distribution income generated by our unique We are committed to leveraging our core capabilities in
portfolio of assets. identifying investment opportunities and management
• For our business partners: we see and treat our of our properties to ensure that we maximise value
tenants as our business partners. We are building a creation for all of our stakeholders. Our management
community of assets as a platform for our business team takes pride in making carefully considered
partners to expand their enterprises together with decisions to deliver high-quality investments.
our growing community of properties, be it local
SMEs or established brands. INTEGRITY
• For our shoppers: we want our shoppers to feel at We are driven by our desire to do the right thing for our
home at all of our community-centric malls, where stakeholders in everything we do. We ensure that the
they can access their daily necessities and create way we conduct our businesses is with an open and
long-lasting memories with other members of honest mind-set.
their communities.
• For our employees: we treat our people with our PEOPLE
utmost respect. We are committed to training At the heart of our investment fund is our community
our employees to reach their full potential of people. We strive to serve each and every one of
professionally and grow together as a team. our stakeholders with our dedication to maximise their
• For our community: we are committed to helping value.
the communities in our areas of operation by
supporting causes to promote environmental
sustainability and to foster economic and social
development.

2 KIP Real Estate Investment Trust Annual Report 2021


OVERVIEW

ABOUT KIP REIT

KIP Real Estate Investment Trust (“KIP REIT”) is a Malaysia-domiciled real estate investment trust established on 2 November
2016 pursuant to the deed of trust dated 2 November 2016, an amended and restated deed dated 12 December 2019, and
a supplementary deed dated 29 September 2020 (collectively referred to as the (“Deeds”)) between KIP REIT Management
Sdn. Bhd. (the “Manager”) and Pacific Trustees Berhad (the “Trustee”), listed on the Main Market of Bursa Malaysia Securities
Berhad (“Bursa Securities”) on 6 February 2017 and regulated by the Securities Commission Act 1993, the Securities
Commission Malaysia’s (“SC”) Guidelines on Listed Real Estate Investment Trusts (“REIT Guidelines”), the Bursa Securities
Main Market Listing Requirements (“MMLR”), the Rules of Bursa Malaysia Depository (“Depository”) and taxation laws and
rulings.

KIP REIT’s property portfolio consists of seven community-centric malls strategically located in suburban areas across
Peninsula Malaysia. The portfolio consists of six malls under the branding of KIPMall which are located across the Southern
and Central regions in Tampoi, Masai, Kota Tinggi, Melaka, Senawang and Bangi. Following the successful acquisition of
AEON Mall Kinta City, KIP REIT’s portfolio expanded in the Northern Region in Ipoh.

Following unitholders’ approval of the change in investment policy on 29 September 2020, the principal investment policy of
KIP REIT is to invest, directly and indirectly, in a portfolio of income producing real estate used primarily for retail purposes,
and for industrial or commercial purposes, including, without limiting the generality of the foregoing, warehousing facilities,
logistics facilities and manufacturing sites as well as real estate-related assets.

The REIT structure is as follows:

Unitholders of KIP Real


Estate Investment Trust

Distributions Holdings in KIP REIT

Management Acts on behalf of


Services Unitholders
REIT Manager REIT Trustee
KIP REIT Management Sdn. Pacific Trustees Berhad
Bhd.
Management Trustee
Fees Fees

Property Ownership of Assets Rental Income


Management
Fees
Property
Management KIP REIT’s Portfolio:
Property Manager Services KIPMall Tampoi
Henry Butcher (Mont Kiara) KIPMall Masai
Sdn. Bhd. KIPMall Kota Tinggi
KIPMall Senawang
KIPMall Melaka
KIPMall Bangi
AEON Mall Kinta City

KIP Real Estate Investment Trust Annual Report 2021 3


OVERVIEW

ABOUT KIP REIT

Salient Features of KIP REIT


Name of REIT KIP Real Estate Investment Trust (“KIP REIT”)
REIT Type Income stability and growth
Duration / Termination Earlier of the occurrence of any circumstance as stated in the deed or 999 years from the
establishment of KIP REIT.
The Manager KIP REIT Management Sdn. Bhd. (Reg. No. 201501044317 (1169638-M))
The Trustee Pacific Trustees Berhad (Reg. No. 199401031319 (317001-A))
Investment Objective The key objective is to provide unitholders with regular and stable distributions, sustainable
long-term unit price, distributable Income and capital growth, while maintaining an appropriate
capital structure.
Investment Strategies The Manager intends to increase the income and consequently, the value of the Investment
Properties by implementing the following strategies, including:
• Active asset management and enhancement
• Acquisition growth
• Capital and risk management
Authorised Investments Real estate used primarily for retail purposes, and for industrial or commercial purposes,
including, without limiting the generality of the foregoing, warehousing facilities, logistics
facilities and manufacturing sites, special purpose vehicles, real-estate related assets, non-real
estate-related assets, cash, deposits, money market instruments and any other investments
not specified above but specified as a permissible investment in the REIT Guidelines or as
otherwise permitted by the SC.
Authorised Investments The investments of KIP REIT are subject to the following investment limits imposed by the REIT
Limits Guidelines:
• at least 75.0% of KIP REIT’s Total Asset Value must be invested in Real Estate and/or SPVs
at all times; and
• not more than 25.0% of KIP REIT’s Total Asset Value may be invested in Non-Real Estate
Related Assets and/or cash, deposits and money market instruments
provided that investments in both Real Estate-Related Assets and Non-Real Estate-Related
Assets are limited as follows:
• the value of KIP REIT’s investments in securities issued by any single issuer must not
exceed 5.0% of KIP REIT’s Total Asset Value;
• the value of KIP REIT’s investments in securities issued by any group of companies must
not exceed 10.0% of KIP REIT’s Total Asset Value; and
• KIP REIT’s investments in any class of securities must not exceed 10.0% of the securities
issued by any single issuer; or such other limits and investments as may be permitted by
the SC or the REIT Guidelines.
Borrowing Limits Up to 50% of the total asset value of KIP REIT at the time the borrowings are incurred.
Investors’ Profile Suitable for investors with long-term investment objectives who seeks regular income
distribution and long-term capital appreciation, and who understands the risks related to the
real estate industry and REITs.
Distribution Policy KIP REIT shall distribute up to 100.0% of KIP REIT’s Distributable Income on a half-yearly basis for
the Financial Period Ended 30 June 2017 and Financial Year Ending 30 June 2018 and thereafter
at least 90% of KIP REIT’s Distributable Income.

The income distribution policy for KIP REIT has changed from half-yearly basis to quarterly
basis with effect from 31 March 2017 onward, and has been approved by the Trustee and the
Manager on 27 April 2017.

4 KIP Real Estate Investment Trust Annual Report 2021


OVERVIEW

ABOUT THE MANAGER

The Manager by virtue of the Deeds was appointed to act as the management company of KIP REIT on behalf
of its Unitholders. The Manager is responsible for the administration and management of KIP REIT as well as the
implementation of KIP REIT’s investment and business strategies.

The Manager is a wholly owned subsidiary of KIP Homes Sdn. Bhd. and was incorporated in Malaysia on 15
December 2016. The Board of Directors of the Manager comprises of individuals who have diversified experience
in their respective fields of expertise.

The corporate structure of the Manager by function is as follows:

Board Of Directors

Board
Committees

Chief Executive Officer

Compliance
Officer

Human Investor Information


Finance Resources Legal Relations Technology

KIP Real Estate Investment Trust Annual Report 2021 5


YEAR IN REVIEW

Letter to Unitholders
Dear Unitholders,

Financial year 2021 (“FY2021”) proved to be yet another While the pandemic brought about its set of challenges,
exceptional year not least from the indiscriminate new opportunities have also arisen throughout the
impact of Coronavirus (“Covid-19”). More than a financial year. We took stock and sought for areas of
year on from the onset of the pandemic, KIP REIT improvement and growth. We are happy to announce
continues to be tested in many ways that no one that several Asset Enhancement Initiatives were
could have predicted. Yet true to our spirit, we close approved during FY2021 for KIPMall Masai, KIPMall
another financial year with strength, courage and Tampoi and KIPMall Bangi to accommodate for new
determination to work closely together with our valued partnerships with tenants and to remain relevant in
business partners to overcome these obstacles. this dynamic business environment. We also gained
overwhelming support from our unitholders in our
We knew that tumultuous times were ahead as we Fourth Annual General Meeting (“AGM”) to change
entered into the pandemic and an early decision was KIP REIT’s investment policy to allow investment
made to focus on what we could do to better serve in commercial and industrial assets, giving us an
our communities. We channelled our efforts into our opportunity to diversification. In these times of change,
people, from our valued tenants, many of whom are we recognise that being proactive in the management
Small Medium Enterprises and whom we consider of KIP REIT’s portfolio will stand us in good stead.
the heart of our economy; to our colleagues who
have provided their unwavering support during these The pandemic has brought on changes at a dizzying
unprecedented times. I take heart that together, we pace but our commitment to our people remains
continue to look after one another as we recalibrate constant for us during these unprecedented times. The
and adjust to new norms, many of which are likely to health and safety of our valued tenants, shoppers and
stay in the foreseeable future. We are conscious that employees is on the top of our priority. We continue
our collective effort to play our respective parts will to abide by the recommendations from the relevant
lay the foundation to maintaining a strong company ministries in imposing social distancing, crowd control
in these times of uncertainty and to upholding and sanitisation measures. We are also conscious
unitholders’ value sustainably. that it is our duty to work closely with our valued
tenants to promote the long-term sustainability of
Navigating through the Pandemic our business partnerships. Rental concessions have
The pandemic has accelerated the speed of change been considered on a case by case basis as part of
in an already fast-evolving business environment. the support offered to our tenants during these trying
What we once knew as old norms now require times. We are hopeful that together we are able to
rapid transformation. Much like the global business come out of this crisis in a position of strength.
community, we learnt to quickly adapt to the fluidity
of the situation and ensured processes are in place to Performance review
navigate through the pandemic. To address these new We know that times will be turbulent in the immediate
challenges, we embraced changes as opportunities term but we remain committed to approaching this
to improve. Among others, we sought to minimise crisis with our grit and tenacity. We are committed to
business disruptions by activating our Business acting swiftly by implementing financial measures and
Continuity Plan, upgraded our information technology operational decisions to achieve greater efficiencies
system to facilitate remote working and streamlined and to realise opportunities presented to us.
processes to achieve greater operational efficiency.
We held true to our belief in the need for continuous
improvement, even more so in times of adversity.

6 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

Letter to Unitholders

Despite the considerable impact that the Covid-19 There is, however, welcomed signs of progress in the
pandemic has brought on, KIP REIT has recorded national vaccination programme which coupled with
another year of satisfactory financial performance. the announced government aid package will assist in
Although Gross Revenue has seen a slight decline the recovery of the nation’s economy in wake of the
of 0.4% from RM74.5 million to RM74.2 million due pandemic.
to various impact from the pandemic, Net Property
Income saw a marginal increase of 1.2% from RM56.0 We remain cautiously optimistic of the opportunities
million in FY2020 to RM56.7 million in FY2021 on the that lie ahead of us. While we will continue to leverage
back of operational efficiencies. While occupancy our strength in maintaining a portfolio focused on the
rate has slightly dipped to 89.6% (FY2020: 90.7%), we provision of essential services to the surrounding
have focused leasing strategies to bring in new and communities, we are acutely aware that close
exciting partnerships. monitoring of this fast-evolving environment will lay
the foundation of KIP REIT’s performance. We will
KIP REIT has also maintained a healthy balance also simultaneously explore growth opportunities and
sheet despite the challenging market conditions. The seek for yield accretive assets to diversify our portfolio.
gearing ratio stood at 37.0% (FY2020: 37.1%) as at 30 We know that the road to recovery from the pandemic
June 2021 which remains well below the threshold will be a challenging one but we are confident that our
as prescribed by the SC REIT Guidelines. Despite the prudent management of KIP REIT’s portfolio will allow
uncertainties posed by the Covid-19 pandemic, KIP us to emerge from this pandemic stronger.
REIT remains compliant with its financial covenants
and maintains a healthy liquidity. Following the Appreciation and Acknowledgement
second annual review, Ratings Agency Malaysia has With that, on behalf of the Board of Directors of KIP
on 12 July 2021 reaffirmed the AAA long-term rating REIT Management Sdn. Bhd., I would like to take
of RM210.0 million Class A Notes under KIP REIT’s this opportunity to express our gratitude to all of
wholly owned subsidiary, KIP REIT Capital Sdn. Bhd.’s our stakeholders from our unitholders, employees,
first issuance in 2019 on the basis of its stable outlook. business partners, financiers and the members of the
media for growing with us through these trying times.
In view of performance of the Fund, I am pleased
to announce that the Board has approved a final Tribute
income distribution of 2.1 sen per unit, bringing total Lastly, it is with deep regret and sadness that we
annual distribution per unit to 6.84 sen in FY2021. This announce the demise of non-independent executive
represents 90.3% of current year distributable income director, Dato’ Chew Lak Seong who passed on
and yield of 8.09% based on KIP REIT’s closing unit peacefully on 25 June 2021. He was a diligent leader
price of RM0.845 as at 30 June 2021. who exemplified integrity, honesty and humility during
his tenure as our Managing Director. His legacy will
Looking Ahead live on and serve as an inspiration to us all.
As we reflect over the past year, it is undeniable
that the Covid-19 pandemic has taken a toll on the
Malaysian economy; its effect more apparent in some DATO’ DR SYED HUSSAIN BIN SYED HUSMAN,JP
industries, including retail, as restrictions in various Chairman of the Board
forms of Movement Control Orders and the National
Recovery Plans being imposed from time to time
throughout much of the financial year.

KIP Real Estate Investment Trust Annual Report 2021 7


YEAR IN REVIEW

FY2021 HIGHLIGHTS

Gross Net Property Asset Under


Revenue Income Management

RM 74,249,000 RM56,662,000 RM808,000,000


(FY20: 56,018,000) (FY20: 807,000,000)
(FY20: 74,7540,000)

Net Average Net Asset Value


Lettable Area Occupancy per Unit

1,481,761 Sq. Ft. 89.6% RM1.0160


(FY20: 1,478,046) (FY20: 90.7%) (FY20: 1.0090)

Distribution per Distribution Market


Unit Yield Capitalisation

6.84 sen 8.09% RM426,978,500


(FY20: 6.18) (FY20: 7.77%) (FY20: 401,713,500)

8 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

PERFORMANCE
AT A GLANCE*

Total Assets (RM'000) Gross Revenue (RM'000)

846,221 841,818 74,249 74,540


63,065 62,773
629,810 616,557 612,913

26,350

FY2 1 FY2 0 FY19 FY18 FP 17 FY2 1 FY2 0 FY19 FY18 FP 17

Net Property Income Net Asset Value


(RM'000)
per Unit (RM)
56,662 56,018
1.0160
41,953 41,918
1.0090 1.0076
1.0033
17,525 0.9982

FY2 1 FY2 0 FY19 FY18 FP 17 FY2 1 FY2 0 FY19 FY18 FP 17

Distribution Gearing Ratio


per Unit (sen)
37.0% 37.1%
6.84 6.83
6.18 6.03

15.9%
2.92 14.1% 14.2%

FY2 1 FY2 0 FY19 FY18 FP 17 FY2 1 FY2 0 FY19 FY18 FP 17

* FP17 data presented consists of 5 months data

KIP Real Estate Investment Trust Annual Report 2021 9


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
BUSINESS DIRECTION
OVERVIEW

KIP REIT was constituted pursuant to the Deed entered into between the Manager and Trustee. It was listed on the Main
Market of Bursa Securities on 6 February 2016. The principal activity of the Trust is to invest in a portfolio of real estate
properties in Malaysia. Following unitholders’ approval, KIP REIT’s investment policy has extended beyond the original retail
focused properties to include industrial and commercial real estate. As at 30 June 2021, KIP REIT has a market capitalisation
of approximately RM427.0 million and a portfolio independently valued at RM808.0 million.

Investment Objectives
KIP REIT’s key objectives are to provide Unitholders with regular and stable income distributions, sustainable long-term unit
price and capital growth while maintaining an appropriate capital structure.

Investment Policies
The principal investment policy of KIP REIT is to invest, directly and indirectly, in a portfolio of income producing real estate
used primarily for retail purposes, and for industrial or commercial purposes, including, without limiting the generality of the
foregoing, warehousing facilities, logistics facilities and manufacturing sites as well as real estate-related assets.

The Manager may, in consultation with the Trustee and subject to the Relevant Laws and Requirements, from time to time
change the investment policy of KIP REIT.

The Trustee shall ensure that it is fully informed at all times by the Manager of the investment policy and of any changes
made by the Manager to the investment policy of KIP REIT. Unless otherwise provided by the Relevant Laws and
Requirements, any modification to this Trust Deed involving any material change to the investment policy set out for KIP
REIT, must be approved by Unitholders by way of a resolution of not less than two-third of all Unitholders present and voting
at a Unitholders’ meeting duly convened and held in accordance with the Deed.

Investment Strategies
Active Asset Management and Acquisition Capital and Risk
Enhancement Growth Management

‚ Executing proactive leasing and ‚ Sourcing of yield accretive retail ‚ Optimising capital structure to
cost management strategies to assets providing sustainable maximise Unitholder returns
maximise returns for Unitholders income and capital appreciation ‚ Adopting an appropriate mix
‚ Leveraging local expertise in in line with KIP REIT’s investment of debt and equity in financing
areas of operation to provide strategies acquisitions and managing
for optimised rental income, net refinancing risks
lettable space and occupancy
rates

10 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
FINANCIAL
REVIEW
FY2021 FY2020 FY2019 FY2018 FP2017*
(RM ‘000) (RM ‘000) (RM ‘000) (RM ‘000) (RM’000)
Gross Revenue 74,249 74,540 63,065 62,773 26,350
Net Property Income 56,662 56,018 41,953 41,918 17,525
Borrowing Costs (13,294) (14,117) (5,292) (4,626) (1,825)
Profit Before Taxation 35,221 31,883 34,049 37,610 14,660
Realised Profit 36,068 31,851 30,691 34,293 14,660
Unrealised Profit / (Loss) (847) 32 3,357 3,317 N/A
Distribution per Unit (sen) 6.84 6.18 6.03 6.83 2.92
Distribution Yield (%) 8.09% 7.77% 7.18% 8.54% 7.61%
Management Expense Ratio 1.51% 2.08% 1.27% 0.76% 0.41%
* FP17 data presented consists of 5 months data

Gross Revenue
For FY2021, KIP REIT recorded total gross revenue of RM74.2 million as compared to RM74.5 million in FY2020. Total gross
revenue is comprised of Gross Rental Income of RM65.0 million (FY2020: RM66.0 million) and revenue from contracts
with customers of RM9.2 million (FY2020: RM8.5 million). The slight decline of 0.4% from the previous financial year is
predominately due to amortisation of rental rebates granted to eligible tenants as assistance in FY2020, additional rental
assistance provided to affected tenants during FY2021 and a slight decline in occupancy rate during the Covid-19 pandemic.
The effect of the decline was partially cushioned by the step up rental at AEON Mall Kinta City.

The three contributors of total gross revenue are AEON Mall Kinta City at RM17.1 million (FY2020: RM15.0 million), KIPMall
Masai at RM15.6 million (FY2020: RM16.4 million), and KIPMall Tampoi at RM15.3 million (FY2020: RM16.5 million). The slight
decline in gross revenue at KIPMall Masai and KIPMall Tampoi is reflective of, among others, the transitional period during
the fitting out of mini-anchors Jalan Jalan Japan and Mr. Dollar and Mr. Toy at the respective malls.

The performance of each investment property is set out in the table below:
FY2021 FY2020 FY2019 FY2018
(RM ‘000) (RM ‘000) (RM ‘000) (RM ‘000)
KIPMall Tampoi 15,307 16,455 16,903 16,233
KIPMall Kota Tinggi 5,399 5,740 5,983 6,195
KIPMall Masai 15,596 16,388 16,461 16,454
KIPMall Senawang 2,951 2,821 2,853 3,150
KIPMall Melaka 6,618 6,064 6,457 5,657
KIPMall Bangi 11,231 12,090 14,408 15,084
AEON Mall Kinta City 17,147 14,982 - -
Total 74,249 74,540 63,065 62,773

KIP Real Estate Investment Trust Annual Report 2021 11


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
FINANCIAL
REVIEW (CONT.)

Property Expenses
Total property expenses of each investment property are set out in the table below:

FY2021 FY2020 FY2019 FY2018


(RM ‘000) (RM ‘000) (RM ‘000) (RM ‘000)
KIPMall Tampoi 3,224 3,526 4,111 4,269
KIPMall Kota Tinggi 1,854 1,881 2,249 2,282
KIPMall Masai 3,283 3,552 3,898 3,953
KIPMall Senawang 1,744 1,774 2,033 2,034
KIPMall Melaka 3,189 3,423 4,003 3,786
KIPMall Bangi 3,665 3,787 4,818 4,531
AEON Mall Kinta City 628 579 - -
Total 17,557 18,522 21,112 20,855

A total of RM17.6 million of property expenses was recorded in FY2021 as compared to RM18.5 million in FY2020. The decline
of 5.0% of property expenses is the result of factors including tighter fiscal management, a 10% discount on electricity
expenses granted to the properties as part of the Covid-19 package and a decrease in reimbursements costs following the
streamlining of workflow and structuring of headcount at the property management level.

Net Property Income


Net Property Income for FY2021 increased by 1.2% from RM56.0 million to RM56.7million on the back of operational efficiency
achieved during the financial year.

Profit for the Year


KIP REIT recorded a 10.5% increase in Profit from RM31.9 million to RM35.2 million as a result of lower non-property expenses.
One-off expenses incidental to the acquisition of AEON Mall Kinta City of RM3.5 million were incurred in last financial year
and borrowing costs had also declined by 5.8% on the back of lower Overnight Policy Rate.

Income Distribution
The Manager had recommended to the Trustee on 29 July 2021 and the Trustee had approved on 29 July 2021 a final
income distribution of 2.1 sen per unit totalling RM10.6 million. Four quarterly income distributions were declared with a
Distribution Per Unit of 6.84 sen per unit totalling RM34.6 million in total distribution, representing 90.3% of current year
realised distributable income. This translates to a distribution yield of 8.09% based on KIP REIT’s closing unit price of 0.845
as at 30 June 2021.

12 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
FINANCIAL
REVIEW (CONT.)

Quarter Date Distribution Payment


Ended Declared per Unit (sen) Date
1st Interim 30 Sep 2020 20 Oct 2020 1.55 23 Nov 2020
2nd Interim 31 Dec 2020 19 Jan 2021 1.59 19 Feb 2021
3rd Interim 31 Mar 2021 20 Apr 2021 1.60 25 May 2021
Final 30 Jun 2021 29 July 2021 2.10 27 Aug 2021
Total 6.84

Key Financial Position


The performance of each investment property is set out in the table below:

FY2021 FY2020 FY2019 FY2018 FP2017*


(RM ‘000) (RM ‘000) (RM ‘000) (RM ‘000) (RM ‘000)
Investment Properties 808,000 807,000 599,300 585,000 580,000
Total Asset Value 846,221 841,818 629,810 616,557 612,913
Trade Receivables 2,769 1,961 483 1,325 2,533
Borrowings 312,708 312,427 100,169 86,975 86,786
Net Asset Value
Before Income Distribution 545,060 541,016 541,018 542,059 509,451
After Income Distribution 513,378 509,839 509,133 506,951 504,398
Gearing (%) 37.0 37.1 15.9 14.1 14.2
Unit Price (RM) 0.845 0.795 0.840 0.800 0.920
Market Capitalisation 426,979 401,714 424,452 404,240 464,876
Units in Circulation 505,300 505,300 505,300 505,300 505,300
Net Asset Value per Unit (RM) 1.0160 1.0090 1.0076 1.0033 0.9982

* FP17 data presented consists of 5 months data

KIP Real Estate Investment Trust Annual Report 2021 13


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
FINANCIAL
REVIEW (CONT.)

Investment Properties Expenses


Total Asset Value increased by 0.5% to RM846.2 million as compared to RM841.8 million. KIP REIT’s investment properties
represent approximately 95.5% of Total Asset Value and are stated at fair value based on valuations performed by independent
professional valuer, CBRE|WTW. Based on the valuation reports dated 8 July 2021, the fair value of KIP REIT’s investment
properties at 30 June 2021 was RM808.0 million.

Carrying Value Before Market Value Unrealised Gain


Revaluation (RM’000) (RM ‘000) / (Loss)
KIPMall Tampoi 163,445 163,000 (445)
KIPMall Kota Tinggi 56,231 56,000 (231)
KIPMall Masai 168,177 170,000 1,823
KIPMall Senawang 23,152 25,000 (152)
KIPMall Melaka 48,000 48,000 0
KIPMall Bangi 130,099 126,000 (4.099)
AEON Mall Kinta City 217,743 220,000 2,257
Total 808,847 808,000 (847)

Trade Receivables
Trade receivables saw an increase from RM1.6 million to RM2.4 million during this financial year as a result of rising economic
challenges faced by tenants in view of the restrictions imposed. Countermeasures are being implemented to monitor the
ageing profile to maintain strict control over outstanding receivables. Overdue balances are regularly reviewed and ongoing
communication with tenants to closely follow up on rental arrears taking into consideration of current economic environment.

Total Borrowings
There were no material changes to the borrowing structure during FY2021. KIP REIT’s gearing ratio remains well below the
50% threshold under SC’s REIT Guidelines.

KIP REIT’s wholly owned subsidiary issued its maiden Medium Term Note with a nominal value of RM310.0 million with a
perpetual term of up to RM2.0 billion under the Medium Term Note Programme in July 2019 for the acquisition of AEON Mall
Kinta City. The issuance comprises of RM210.0 million of fixed borrowing rate and RM100.0 million of floating borrowing rate,
acting as a natural hedge against movement in interest rates. As a result, the latter portion has benefited from the cut in the
Overnight Policy Rate to 1.75 % as at 7 July 2021 lowering the blended effective rate accordingly.

Net Asset Value


As at As at As at As at As at
30 Jun 21 30 Jun 20 30 Jun 19 30 Jun 18 30 Jun 17
Before Income Distribution 1.0787 1.0707 1.0707 1.0727 1.0082
After Income Distribution 1.0160 1.0090 1.0076 1.0033 0.9982

KIP REIT’s Net Asset Value per unit after income distribution is 1.0160 as compared to RM1.009 in the previous financial year
reflecting an improvement from the higher realised profit after tax.

14 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
FINANCIAL
REVIEW (CONT.)

Capital Management
The Manager is committed to effectively manage KIP REIT’s capital and to continue as a going concern while maintaining
greater value to Unitholders through the optimisation of debt and equity.

As at As at As at As at As at
30 Jun 21 30 Jun 20 30 Jun 19 30 Jun 18 30 Jun 17
Borrowing 312,708 312,437 100,169 86,975 86,786
Total Asset Value 846,221 841,818 629,810 616,557 612,913

Cash Flows and Liquidity


The rolling forecast of liquidity requirements are monitored to ensure that there is sufficient liquidity to meet operational
needs while maintaining sufficient headroom on the committed borrowings. Adequate cash, cash equivalents and bank
facilities are maintained and monitored to finance operations, to make distributions to Unitholder and to mitigate the effects
of fluctuations in cash flows.

Performance Benchmarks
FY2021 FY2020 FY2019 FY2018 FP2017 Year on Year Commentary
Management Expense Ratio is comparatively lower
Management
than the previous financial year due to higher one-off
Expense Ratio 1.5 2.1 1.3 0.8 0.4
expenses in FY2020 in relation to the acquisition of
(%)1
AEON Mall Kinta City.
The closing unit price as at 30 June 2021 has
Total Returns
14.4 2.4 12.2 (4.5) (4.4) stabilised from the impact brought on by Covid-19 as
(%)2
compared to previous financial year.
Average total return has increased by 6.3 percentage
Average Total
point on the back of higher distribution being
Returns (3 9.7 3.4 N/A N/A N/A
declared during this financial year coupled with the
years) (%)3
increase in unit price.
Distribution yield has increased by 0.3 percentage
Distribution
8.1 7.8 7.2 8.5 7.6 point on the back higher distribution income for the
Yield (%)4
year.
Net Asset
Value per Unit
Net Asset Value per unit increased due to increase in
After Income 1.0160 1.0090 1.0076 1.0033 0.9982
net realised profit during the year of 10.5%.
Distribution
(RM)5
KIP REIT’s unit price increased by 6.3% as the overall
Unit Price
0.845 0.795 0.840 0.800 0.920 market sentiment has stabilised since the beginning
(RM)6
of the Covid-19 pandemic.
1 The ratio of expenses incurred in operating KIP REIT of RM7.7 million (FY2020: RM10.6 million) to the average Net Asset Value of KIP REIT of RM513.4 million (after income distribution) (FY2020:
RM509.8 million).
2 Total return represents the change in unit price during the year plus distribution yield for the year.
3 Average total return is the sum of the return rates of KIP REIT over a given number of years divided by that number of years.
4 Based on Distribution per Unit of 6.84 sen (FY2020: 6.18 sen) divided by its closing unit price as at 30 June 2021 of RM0.845 (30 June 2020: RM0.795).
5 Net Asset Value of KIP REIT is determined by deducting the value of all KIP REIT’s liabilities from the total asset value, divided by total issued units.
6 Unit price is determined based on the unit price as at 30 June 2021 for FY2021 and 30 June 2020 for FY2020.

KIP Real Estate Investment Trust Annual Report 2021 15


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
OPERATIONAL
REVIEW

Tenancy Management
As at 30 June 2021, the total number of tenancies stood at 807 (FY2020: 855), which accounted for 1,349,901 square feet
of total Net Lettable Area, representing 91.10% of total Net Lettable Area of 1,481,761 square feet. The overall average
occupancy rate of the KIP REIT portfolio stood at 89.62% for FY2021.

Fluctuating numbers of Covid-19 infections throughout the financial year has resulted in restrictions being imposed from
time to time causing disruptions across the retail sector. The Manager expects that market uncertainties will likely exert
pressure on rental rates and rental renewals in the near-term future. As a result, targeted countermeasures have been put
in place including offering shorter term tenancies and short-term extensions to tenancies.

Tenancy Expiry Profile


The tenancy expiry profile from FY2022 to FY2026 is provided in the table below. The average length of the tenancies is 1.7
years. The duration of tenancies is dependent on the tenant’s nature of business, with key and anchor tenants being offered
longer tenures. KIP REIT’s portfolio is well-spread to mitigate tenant concentration risks. As at 30 June 2021, the weighted
average lease expiry of KIP REIT’s portfolio stood at 3.2 years by occupied Net Lettable Area and 2.6 years by Gross Rental
Income.

Tenancies expiring in KIPMall Tampoi contributes to the largest number of tenancies expiring in FY2022. For tenancies which
expired during FY2021, 71.3% renewal rate was achieved despite the challenging market conditions.

Total Number Occupied Net Lettable Gross Rental Income Expiring


of Tenancies Expiring (%) (%)
FY2022 410 18.2 28.9
FY2023 345 26.1 36.0
FY2024 51 16.3 8.6
FY2025 - 0.0 0.0
FY2026 1 39.4 26.5
Total 807 100.0 100.0

16 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
OPERATIONAL
REVIEW

Occupancy Rate
KIP REIT’s portfolio average occupancy rate stood at 89.6% for FY2021, which is a slight decrease from 90.7% from the
previous financial year. All KIPMalls experienced slight decline in occupancy rate except for KIPMall Melaka and KIPMall
Bangi. The occupancy rate for KIPMall Tampoi and KIPMall Masai fell by 8.9 and 6.5 percentage point respectively due to
a transitionary period for fitting out works by anchor tenants during the financial year. AEON Mall Kinta City retains a 100%
occupancy based on the Master Lease Agreement arrangement. The portfolio occupancy rate is summarized in the table
below.

FY2021 FY2020 FY2019 FY2018 FP2017


(%) (%) (%) (%) (%)
KIPMall Tampoi 88.5 97.4 97.7 96.2 94..0
KIPMall Kota Tinggi 88.0 92.8 91.3 92.8 93.9
KIPMall Masai 88.9 95.4 93.7 94.7 89.8
KIPMall Senawang 78.2 80.9 79.5 80.6 77.7
KIPMall Melaka 80.1 76.6 80.6 69.1 75.4
KIPMall Bangi 81.9 78.6 86.0 83.3 78.3
AEON Mall Kinta City 100.0 100.0 N/A N/A N/A
Total 89.6 90.7 87.8 85.0 83.3

KIP Real Estate Investment Trust Annual Report 2021 17


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
OPERATIONAL
REVIEW (CONT.)

Trade Sector Analysis


Supermarket and Home Decor, Gifts, Souvenirs and Stationery are the two largest trade sectors both accounting for 24.3%
each of total Occupied Net Lettable Area (“ONLA”) cumulatively at the KIPMalls under KIP REIT’s portfolio. In terms of
Gross Rental Income, the two largest contributing trade sectors are Fashion Apparel and Fresh Market at 21.6% and 20.5%
respectively.
ONLA (%) GRI (%)
Fresh Market 8.9 20.5
Food & Beverages 6.8 11.9
Supermarket 24.3 8.3
Fashion Apparel 13.3 21.6
Entertainment & Leisure 5.1 3.0
Beauty, Health & Wellness 2.8 5.8
Timepieces & Jewellery 0.6 1.6
Home Decor, Gifts, Souvenirs & Stationery 24.3 11.3
IT/ Electronic/Digital 9.5 11.8
Furniture/Show Gallery 1.6 1.5
Sundry & Services 2.8 2.6
Total 100.0 100.0

Asset Enhancement Initiatives


Strategic Asset Enhancement Initiatives have been approved during the financial year to improve upon the income producing
capability of KIP REIT’s portfolio.

The re-purposing of 20,000 square feet of NLA at KIPMall Masai has been completed in the financial year to accommodate
for premises required for mini-anchor Jalan Jalan Japan. The conversion of this space has allowed for greater utilisation of
floor area at the new wing.

A facelift asset enhancement programme at KIPMall Bangi has also been approved during the financial year. The
refurbishment initiative is planned to be comprehensive including interior designing works, enhancing of existing facilities
and façade upgrading. The estimated time of completion will take place by 2023.

Asset Enhancement Initiatives have also been approved at KIPMall Tampoi to accommodate a mini-anchor slated to take
possession in FY2022. The works planned is estimated to be completed by Q2FY2022.

18 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
RISK MANAGEMENT
OVERVIEW

Effective risk management is a fundamental part of the Manager’s corporate governance and is embedded in management
processes. The Manager is guided by the principles of the Enterprise Risk Management system in identifying, evaluating,
treating and monitoring key risks faced by KIP REIT in a dynamic business environment. A robust and sound system of risk
management and internal control could mitigate the impact of business disruptions posed by the Covid-19 pandemic.
Principle Risks Sources of Opportunities Mitigating Measures
Business Continuity Strengthening of • Reviewed and activated existing Business Continuity Plan in
Varying degrees of restrictions organisational infrastructures line with the expedient changes as a result of the pandemic
imposed during the financial year to promote sustainability of • Upgrade in technological infrastructure to facilitate work from
may result in business disruption management operations and home and in alignment with KIP REIT’s IT Usage Policy
to minimise adverse impact.
Economic and Political Landscape Diversification of assets of • Continuous monitoring of economic and political trends to
Macroeconomic trends and political portfolio by asset class, ensure appropriate strategies are adopted in line with the
uncertainties may result in financial geographic location and business environment
volatility and pose challenges in the tenant base focused on the • Leverage strength in tenancy mix focused on essential goods
operating environment for KIP REIT provision of daily necessities • Working with tenants during the pandemic to ensure promote
and its valued business partners to the surrounding long term sustainability of their businesses through active
communities to spread engagement and rental concessions on a case by case basis
concentration risk. • Following unitholders’ approval, amended investment policy
to allow for the evaluation of commercial and industrial assets,
which allow diversification of geographic and asset class
Credit Successful management of • Credit control measures include close monitoring of ageing
Recovery of outstanding credit would reduce the risk profile, engaging in open and honest discourse with tenants
receivables may be hindered of cashflow management is- on rental collection and offering rental concessions to support
by muted economic activities sues. long term sustainability of tenant’s businesses
resulting in impairment loss, bad
debts written off or high legal fees
in pursuance of outstanding rental
and may ultimately result in lower
net income

Capital and Liquidity Successful management of • The Medium Term Note held under KIP REIT’s wholly owned
Poor capital and liquidity capital and liquidity allows subsidiary, KIP REIT Capital Sdn. Bhd., is structured in a manner
management may result in KIP for more accurate cashflow which acts as a natural hedge with a floating and fixed portion.
REIT’s ability to continue as a going planning. • Bank Negara’s announcement of the cutting of Overnight
concern Policy Rate has resulted in lower financing costs
• Diligent management of capital and promoting financial
discipline to maximise value to unitholders
Investment A portfolio of yield accretive • Offers for acquisition and disposals are evaluated by the
Poor investment decisions in investment asset would in- Investment Steering Committee against a strict set of criteria
relation to acquisitions and crease unitholder returns. • Recommendations from the Investment Steering Committee
disposals may adversely impact the are presented to the Board and Trustee for approval
profitability of KIP REIT • Due diligence performed for all acquisitions and disposals
• External consultants are to engaged to appraise the asset for
acquisition or disposal and effect the necessary transactions

Business Integrity and Compliance Strong corporate governance • The Manager continues to monitor the performance of
Incidences of fraud, non- practices including KIP REIT’s Anti-Bribery Management System which was
compliance and unlawful activities compliance with relevant implemented in line with Section 17A of the Malaysian Anti-
may result in the Manager’s ability regulation and guidelines Corruption (Amendment) Commission Act 2018
to carry out its management duties by the applicable authorities • Quarterly review on the performance is tabled to the Audit and
for KIP REIT alongside adherence to Risk Management Committee and approved by the Board on
business integrity principles KIP REIT’s anti-bribery and corruption practices
creates greater value for
unitholders.

KIP Real Estate Investment Trust Annual Report 2021 19


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
MARKET REVIEW

Overall Economic Conditions


The Covid-19 pandemic continues to impact all facets of the Malaysian economy well into FY2021 with varying degrees
of restrictions being imposed from time to time. Impact on growth was expected to be less severe than experienced in
2020 with better than expected economic activity in the first quarter of 2021. As reported in Q1 of 2021, Malaysia’s Gross
Domestic Product saw a 0.5% decline in the first quarter of the year as compared to a decrease of 3.4% in the preceding
quarter. However, the recent re-imposition of nationwide containment measures to curb the resurgence of Covid-19 cases is
expected to dampen the growth momentum. All essential economic sectors are allowed to continue operations at a reduced
capacity and higher adaptability to work remotely has mitigated the impact of the imposed restrictions. The government
has also announced several support packages to alleviate financial burdens for households and businesses. The national
vaccination programme is also underway and is slated to support growth recovery in 2022. However, uncertainties in the
market continues to pose challenges to all sectors of the economy and economic recovery will be significantly less than
originally expected earlier in the year.

Private consumption posted a smaller decrease of 1.5% (Q4 2020: -3.5%) as at the first quarter of the year influenced by the
expenditures of essential items. Headline inflation has spiked as expected due to low fuel prices in the second quarter of
last year. The spike is projected to moderate in the near term. For 2021, headline inflation is projected to average between
0.5% and 1.5% for the year.

(Source: Bank Negara Malaysia Quarterly Bulletin)

Retail Industry Overview


The Covid-19 pandemic continues to adversely impact the Malaysia retail landscape throughout much of the financial
year, with shopper footfall fluctuating across the varying degrees of restrictions imposed. For the first quarter of 2021, the
retail industry posted a negative growth of 9.9% sales as compared to a 11.9% decline in the same period of last year. That
said, consumer confidence remains weak and spending remains focused on essential goods and services. Additionally,
nationwide restrictions announced from 1 June 2021 under the National Recovery Phase will continue to impact the retail
industry and non-essential services remain prohibited from operating.

Geographic Specific Commentary

The following section is extracted from CBRE|WTW valuation report:

Retail in Johor
Johor Bahru has seen the completion of one mall during this financial year, adding 8,698 square meters of retail space in
the city. According to NAPIC, overall performance of shopping complex continue to soften, however, Johor has managed to
secure an average occupancy of 74.9%.

Retail in Melaka
Melaka has an overall 31 retail complexes with 6.8 million square feet of space as at Q1 2020. Melaka Town, being the capital
city and administrative centre of the State, leads the supply with 18 retail complexes of about 4.2 million square feet. Melaka
Tengah where KIPMall Melaka is located, has 9 retail complexes contributing about 1.7 million square feet with no new
completions in the period.

20 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

MANAGEMENT DISCUSSION
AND ANALYSIS
MARKET REVIEW
(CONT.)

Retail in Negeri Sembilan


Negeri Sembilan has an overall 92 retail complexes with 6.4 million square feet of space as at Q1 2020. Seremban leads
the state with 33 retail complexes of about 3.7 million square feet followed by Putra Nilai (8 retail complexes, 0.9 million
square feet).

According to NAPIC, there is no pipeline supply of new retail space for the next 2-3 years.

Retail in Selangor
Selangor has an overall 154 retail complexes with 40.1 million square feet of space as at Q1 2020. Klang leads the state
with 21 retail complexes of about 5.1 million square feet followed by Shah Alam (20 retail complexes, 5.6 million square
feet). 3 complexes were completed in 2020 followed by 1 completion in Q1 2021, which added 1.6 million square feet
of space into the market.

According to NAPIC, there is no supply of new retail space for the next 2-3 years in Bandar Baru Bangi. Existing supply
remains with 5 retail complexes with a total space of 0.6 million square feet.

Retail in Perak
According to the property market report by Valuation and Property Services Department (JPPH), there are 75 existing
shopping complexes in Perak offering a total retail space of approximately 10.25 million square feet in the retail market.
Shopping centres are predominantly located in Ipoh. No new construction or approval has been recorded for shopping
complexes.

Prospects
The Manager remains cautious in the near term future as the Covid-19 pandemic continues to pose challenges to the
retail industry. Private spending is expected to continue to drive the Malaysian economy although consumer sentiments
remains subdued as a result of rising Covid-19 infections in Malaysia. Much of the retail sector will continue to be affected
by the Covid-19 pandemic with restrictions expected to be imposed from time to time and social distancing measures
to continue to be imposed in the near future. The Manager will continue to monitor the situation and adapt accordingly
to strike an appropriate balance between occupancy rates and rental reversion in addition to leveraging its “essential
goods and services” leasing strategies in the management of the respective KIPMalls. The Manager continues to seek
for acquisition opportunities that may arise in the coming financial year inclusive of industrial or commercial properties
including warehousing facilities, logistics facilities and manufacturing sites.

KIP Real Estate Investment Trust Annual Report 2021 21


YEAR IN REVIEW

PROPERTY DETAILS
KIPMall Tampoi

Building Details
Lot PTD 152711, Jalan Titiwangsa 1, Taman Tampoi Indah, 81200 Johor Bahru, Johor Darul
Address
Takzim
Description Single-storey retail centre with a mezzanine floor with 579 numbers of car park bays
Age of Building 17 years
Existing Use Retail Mall
Title Information HSD 452673, PTD 152711, Mukim of Pulai, District of Johor Bahru, Johor Darul Takzim
Charged to Malaysian Trustees Berhad registered on 29 September 2019; Private Caveat on
Encumbrances
Land lodged by Malaysian Trustees Berhad registered on 18 July 2019
Tenure 99 years, expiring on 24 September 2092
Gross Floor Area 234,321 sq. ft.
Net Lettable Area 163,785 sq. ft.
Acquisition Date 6 February 2017
Acquisition Price RM150.0 million
Appraised Value RM163.0 million
Valuer CBRE|WTW
Valuation Date 30 June 2021
Azmi & Co. (Shah Alam) Sdn. Bhd. (between 1 July 2020 until 14 April 2021)
No. 8, 3rd Floor, Jalan Tengku Ampuan Zabedah D9/D 40100 Shah Alam Selangor
Property Manager
Henry Butcher Malaysia (Mont Kiara) Sdn. Bhd. (effective 15 April 2021)
Unit D4-3-3&3A, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur
Average Occupancy Rate
for the Financial Year 88.5%
Ended 30 June 2021
Weighted Average Lease
ONLA: 1.8 years GRI: 1.6 years
Expiry

Top 5 Tenants by ONLA Top 5 Tenants by GRI Tenancy Mix by ONLA


Fresh Market
PASARAYA HWA THAI SDN. PASARAYA HWA THAI SDN. 4% 2%
15%
BHD. BHD. 9% Food & Beverages

GREAT ZONE HOUSEHOLD 4%


Supermarket
MR DOLLAR SDN. BHD.
CENTRE SDN. BHD. Fashion Apparel

MR. D.I.Y (M) SDN. BHD. MR DOLLAR SDN. BHD. Entertainment & Leisure
17%
31% Beauty, Health & Wellness
WEI YANLIN TIAN SING SHOES TRADING
Timepieces & Jewellery
LIONMAS FURNISHERS (M)
WEI YANLIN 13%
Home Decor, Gifts, Souvenirs
SDN. BHD. 1% 3% 1% & Stationery

22 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

PROPERTY DETAILS
KIPMall Kota Tinggi

Building Details
Address No. 1, Jalan Maju, 81900 Kota Tinggi, Johor Darul Takzim
Description Single-storey retail centre with a mezzanine floor with 196 numbers of car park bays
Age of Building 13 years
Existing Use Retail Mall
Title Information GRN 353762, Lot 28861, Mukim of Kota Tinggi, District of Kota Tinggi, Johor Darul Takzim
Charged to Malayan Banking Berhad; Private caveat on Land lodged by Malayan Banking
Encumbrances
Berhad on 25 November 2018
Tenure Freehold
Gross Floor Area 113,958 sq. ft.
Net Lettable Area 76,205 sq. ft.
Acquisition Date 6 February 2017
Acquisition Price RM55.0 million
Appraised Value RM56.0 million
Valuer CBRE|WTW
Valuation Date 30 June 2021
Azmi & Co. (Shah Alam) Sdn. Bhd. (between 1 July 2020 until 14 April 2021)
No. 8, 3rd Floor, Jalan Tengku Ampuan Zabedah D9/D 40100 Shah Alam Selangor
Property Manager
Henry Butcher Malaysia (Mont Kiara) Sdn. Bhd. (effective 15 April 2021)
Unit D4-3-3&3A, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur
Average Occupancy Rate
for the Financial Year 88.0%
Ended 30 June 2021
Weighted Average Lease
ONLA: 2.1 years GRI: 1.8 years
Expiry

Top 5 Tenants by ONLA Top 5 Tenants by GRI Tenancy Mix by ONLA


PASARAYA SONGMART (KOTA PASARAYA SONGMART (KOTA Fresh Market
1% 3%
TINGGI) SDN. BHD. TINGGI) SDN. BHD. 20% Food & Beverages
14%
LIONMAS FURNISHERS (M) SIANG HENG MARKETING Supermarket
SDN. BHD. SDN. BHD.
Fashion Apparel
LINKME LM TRADING SDN. 6%
MR. DOLLAR SDN. BHD. Entertainment & Leisure
BHD. 16%

LINKME LM TRADING SDN. LIONMAS FURNISHERS (M) Beauty, Health & Wellness
BHD. SDN. BHD Timepieces & Jewellery
4%
1% 24% Home Decor, Gifts, Souvenirs
QSR STORES SDN. BHD. MR. DOLLAR SDN. BHD. 10% & Stationery

KIP Real Estate Investment Trust Annual Report 2021 23


YEAR IN REVIEW

PROPERTY DETAILS
KIPMall Masai

Building Details
Address Jalan Persiaran Dahlia 2, Taman Bukit Dahlia, 81700 Pasir Gudang, Johor Darul Takzim
Description Single-storey retail centre with a mezzanine floor with 628 numbers of car park bays
Age of Building 10 years
Existing Use Retail Mall
Title Information PN 70766, Lot 198634 , Mukim of Plentong, District of Johor Bahru, Johor Darul Takzim
Charged to Malaysian Trustees Berhad registered on 2 October 2019; Private caveat lodged
Encumbrances
by Malaysian Trustees Berhad on 18 July 2019
Tenure 99 years, expiring on 28 December 2108
Gross Floor Area 247,900 sq. ft.
Net Lettable Area 151,836 sq. ft.
Acquisition Date 6 February 2017
Acquisition Price RM157.0 million
Appraised Value RM170.0 million
Valuer CBRE|WTW
Valuation Date 30 June 2021
Azmi & Co. (Shah Alam) Sdn. Bhd. (between 1 July 2020 until 14 April 2021)
No. 8, 3rd Floor, Jalan Tengku Ampuan Zabedah D9/D 40100 Shah Alam Selangor
Property Manager
Henry Butcher Malaysia (Mont Kiara) Sdn. Bhd. (effective 15 April 2021)
Unit D4-3-3&3A, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur
Average Occupancy Rate
for the Financial Year 88.9%
Ended 30 June 2021
Weighted Average Lease
ONLA: 2.1 years GRI: 1.9 years
Expiry
Top 5 Tenants by ONLA Top 5 Tenants by GRI Tenancy Mix by ONLA
1% Fresh Market
PASARAYA HWA THAI SDN. PASARAYA HWA THAI SDN. 8%
1%
19% Food & Beverages
BHD. BHD.
Supermarket
BOK MARKETING SDN. BHD. BOK MARKETING SDN. BHD.
5% Fashion Apparel
MR D.I.Y. (M) SDN. BHD. MR D.I.Y. (M) SDN. BHD. Entertainment & Leisure
29%

LINKME LM TRADING SDN. Beauty, Health & Wellness


YYU FASHION 16%
BHD.
Timepieces & Jewellery

YYU FASHION LINKME LM TRADING SDN. BHD. 1%


3%
Home Decor, Gifts, Souvenirs
3% 14% & Stationery

24 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

PROPERTY DETAILS
KIPMall Senawang

Building Details
Address No. 1, Jalan KLS 1, Lavender Heights, 70450 Seremban, Negeri Sembilan Darul Khusus
Description Single-storey retail centre with a mezzanine floor with 584 numbers of car park bays
Age of Building 8 years
Existing Use Retail Mall
GRN 262080, Lot 61344, Pekan Senawang, District of Seremban, Negeri Sembilan Darul Khu-
Title Information
sus
Encumbrances N/A
Tenure Freehold
Gross Floor Area 175,095 sq. ft.
Net Lettable Area 116,919 sq. ft.
Acquisition Date 6 February 2017
Acquisition Price RM38.0 million
Appraised Value RM25.0 million
Valuer CBRE|WTW
Valuation Date 30 June 2021
Azmi & Co. (Shah Alam) Sdn. Bhd. (between 1 July 2020 until 14 April 2021)
No. 8, 3rd Floor, Jalan Tengku Ampuan Zabedah D9/D 40100 Shah Alam Selangor
Property Manager
Henry Butcher Malaysia (Mont Kiara) Sdn. Bhd. (effective 15 April 2021)
Unit D4-3-3&3A, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur
Average Occupancy Rate
for the Financial Year 78.2%
Ended 30 June 2021
Weighted Average Lease
ONLA: 2.3 years GRI: 1.7 years
Expiry

Top 5 Tenants by ONLA Top 5 Tenants by GRI Tenancy Mix by ONLA


Fresh Market
5% 3% 0%
TF VALUE-MART TF VALUE-MART
Food & Beverages
24%

MR D.I.Y. (M) SDN. BHD. QSR STORES SDN. BHD. 16% Supermarket

Fashion Apparel
PORCELAIN INN SDN. BHD. MR D.I.Y. (M) SDN. BHD. 0%
Entertainment & Leisure
6%
QSR STORES SDN. BHD. PORCELAIN INN SDN. BHD. 1%
Beauty, Health & Wellness
18%
Timepieces & Jewellery
Y PAY MORE STORE SDN. WATSON'S PERSONAL CARE
12%
BHD. STORES SDN. BHD. Home Decor, Gifts, Souvenirs
15% & Stationery

KIP Real Estate Investment Trust Annual Report 2021 25


YEAR IN REVIEW

PROPERTY DETAILS
KIPMall Melaka

Building Details
Address No. 8999, Jalan Tun Fatimah, Batu Berendam, 75350 Melaka
Description Two storey retail centre with 521 numbers of car park bays
Age of Building 7 years
Existing Use Retail Mall
Title Information HSD 76142, PT 6786, Mukim of Bachang, District of Melaka Tengah, Melaka
Encumbrances N/A
Tenure 99 years, expiring on 17 November 2112
Gross Floor Area 276,987 sq. ft.
Net Lettable Area 188,063 sq. ft.
Acquisition Date 6 February 2017
Acquisition Price RM50.0 million
Appraised Value RM48.0 million
Valuer CBRE|WTW
Valuation Date 30 June 2021
Azmi & Co. (Shah Alam) Sdn. Bhd. (between 1 July 2020 until 14 April 2021)
No. 8, 3rd Floor, Jalan Tengku Ampuan Zabedah D9/D 40100 Shah Alam Selangor
Property Manager
Henry Butcher Malaysia (Mont Kiara) Sdn. Bhd. (effective 15 April 2021)
Unit D4-3-3&3A, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur
Average Occupancy Rate
for the Financial Year 80.1%
Ended 30 June 2021
Weighted Average Lease
ONLA: 1.9 years GRI: 1.5 years
Expiry

Top 5 Tenants by ONLA Top 5 Tenants by GRI Tenancy Mix by ONLA


Fresh Market
Bachang Family Store Sdn. 1% 5%
2%
Bachang Family Store Sdn. Bhd. 12% Food & Beverages
Bhd. 12%
Supermarket
MR. D.I.Y (M) SDN. BHD. MR. D.I.Y (M) SDN. BHD.
14% Fashion Apparel
LIONMAS FURNISHERS (M)
Omega Genius Sdn. Bhd. Entertainment & Leisure
SDN. BHD. 16%
Beauty, Health & Wellness
DODE Concept LT Retail Sdn. Bhd.
Timepieces & Jewellery
3%
LT Retail Sdn. Bhd. PORCELAIN INN SDN. BHD. 7% 26% Home Decor, Gifts, Souvenirs
2% & Stationery

26 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

PROPERTY DETAILS
KIPMall Bangi

Building Details
Address No. 1, Jalan Medan Bangi, 43650 Bandar Baru Bangi, Selangor Darul Ehsan
Five storey shopping centre with one level of mezzanine floor and two levels of basement car
Description
park with 483 numbers of car park bays
Age of Building 21 years
Existing Use Retail Mall
Title Information HSD 36945, PT 29330, Mukim of Kajang, District of Ulu Langat, Selangor Darul Ehsan
Charged to Malaysian Trustees Berhad registered on 2 October 2019;
Encumbrances
Private caveat lodged by Malaysian Trustees Berhad on 18 July 2019.
Tenure 99 years, expiring on 14 July 2093
Gross Floor Area 348,203 sq. ft.
Net Lettable Area 254,772 sq. ft.
Acquisition Date 6 February 2017
Acquisition Price RM130.0 million
Appraised Value RM126.0 million
Valuer CBRE|WTW
Valuation Date 30 June 2021
Azmi & Co. (Shah Alam) Sdn. Bhd. (between 1 July 2020 until 14 April 2021)
No. 8, 3rd Floor, Jalan Tengku Ampuan Zabedah D9/D 40100 Shah Alam Selangor
Property Manager
Henry Butcher Malaysia (Mont Kiara) Sdn. Bhd. (effective 15 April 2021)
Unit D4-3-3&3A, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur
Average Occupancy Rate
for the Financial Year 81.9%
Ended 30 June 2021
Weighted Average Lease
ONLA: 1.9 years GRI: 1.6 years
Expiry
Top 5 Tenants by ONLA Top 5 Tenants by GRI Tenancy Mix by ONLA
GCH RETAIL (MALAYSIA) SDN. GCH RETAIL (MALAYSIA) SDN. 2% Fresh Market
0% 1%
BHD. BHD. 16% Food & Beverages
20%
BOK MARKETING SDN. BHD. BOK MARKETING SDN. BHD. Supermarket

Fashion Apparel
LIVE SPORT GALLERY CENTRAL MARKET FISH HEAD
ENTERPRISE CURRY SDN. BHD. 14%
Entertainment & Leisure
10%
PUSAT KAIN SILK HOUSE Beauty, Health & Wellness
QSR STORES SDN. BHD.
SDN. BHD.
2% Timepieces & Jewellery
PIZZA HUT RESTAURANTS SDN. 7%
MR. D.I.Y (M) SDN. BHD. Home Decor, Gifts, Souvenirs &
BHD. 5% 23%
Stationery

KIP Real Estate Investment Trust Annual Report 2021 27


YEAR IN REVIEW

PROPERTY DETAILS
AEON Mall Kinta City

Building Details
Address 2, Jalan Teh Lean Swee, Taman Ipoh Selatan, 31400 Ipoh, Perak
Three storey shopping mall comprising two (2) levels of retail lots, one level of car park and
Description cinema and one (1) level of car park and bowling alley at the rooftop – total car park 1,547
numbers of car park bays
Age of Building 23 years
Existing Use Shopping Mall
Title Information Lot No. 320549, Mukim of Hulu Kinta, District of Kinta, Perak
Private caveat entered by Malaysian Trustees Berhad on 18 July 2019; Leased to AEON Co.
Encumbrances (M) Bhd for 10 years commencing from 29 September 2015 and ending on 28 September
2025
Tenure Freehold
Gross Floor Area 1,068,749 sq. ft.
Net Lettable Area 530,181 sq. ft.
Acquisition Date 30 June 2019
Acquisition Price RM208.0 million
Appraised Value RM220.0 million
Valuer CBRE|WTW
Valuation Date 30 June 2021
Azmi & Co. (Shah Alam) Sdn. Bhd. (between 1 July 2020 until 14 April 2021)
No. 8, 3rd Floor, Jalan Tengku Ampuan Zabedah D9/D 40100 Shah Alam Selangor
Property Manager
Henry Butcher Malaysia (Mont Kiara) Sdn. Bhd. (effective 15 April 2021)
Unit D4-3-3&3A, Solaris Dutamas, No.1, Jalan Dutamas 1, 50480 Kuala Lumpur

Master Lessee AEON Co. (M) Berhad

28 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

INVESTOR RELATIONS AND


CORPORATE COMMUNICATIONS

The Covid-19 pandemic has exponentially accelerated Press Release And Media Coverage
changes in the business environment and economic The Manager continues to engage the media throughout
participants have been made to rethink the ways of doing the financial year to disseminate timely updates through
business. Despite the need to adapt to new norms, the press releases and conducting interviews. This allows for the
Manager remains committed to preserving two-way widening of communication spectrum and for information to
communication with the investment community to keep be disseminated to members of the public. Media mentions
them informed of the way the Manager is navigating through can be found on KIP REIT’s corporate website.
the pandemic together with our valued tenants.
The Manager’s Investor Relations team is the link between
Investor Engagement the Fund and the investing community, acting as an
Throughout much of the financial year, movement restrictions intermediary to disseminate information on KIP REIT’s
of varying degrees had been imposed from time to time. progress, strategies and prospects by conducting regular
The Manager has adapted its communication channels engagement with both existing and potential investors
accordingly and in line with the SC’s Guidance Note and through multiple platforms. This approach is essential
FAQs on the Conduct of General Meetings for Listed Issuers. and important in establishing transparent communication,
In observance with social distancing measures, the Manager instilling confidence while maintaining close affinity with
leveraged video-conferencing technology to conduct all of investors, analysts, and shareholders, allowing them to
its quarterly briefings and held KIP REIT’s Fourth AGM on 29 make enlightened and appropriate investment decisions.
September 2020 virtually.
Bursa Securities
During these engagements, the Manager provided insights Pursuant to Bursa Securities MMLR, disclosure of material
into KIP REIT’s financial performance, operational review, information to the exchange must be made in a timely
initiatives taken in light of the Covid-19 pandemic and shared manner. The Manager remains committed to making such
its perspectives on industry trends and challenges. From disclosures in the prescribed time frame as provided by the
July 2020 to June 2021, the management team participated Bursa Securities through BursaLINK, inclusive of quarterly
in the following events: financial results, audited financial statements and all other
material or relevant information. The announcements can
be found on KIP REIT’s corporate website.
Date Event

9 Jul 20 Investors Meeting: AmResearch AGM


In accordance with the SC’s Guidance Note and FAQs on
30 Jul 20 Analyst briefing on Q4FY2020 results the Conduct of General Meetings for Listed Issuers and in
29 Sep 20 KIP REIT AGM
observance with social distancing rules, the fifth AGM shall
be held on a fully virtual basis via online meeting and is
21 Oct 20 Analyst briefing on Q1FY2021 results scheduled on 29 September 2021 at 10.30am.
11 Dec 20 Investors Meeting: RHB Research

20 Jan 21 Analyst’ briefing on Q2FY2021 results

Investors Meeting: Capital Dynamics Asset


20 Jan 21
Management
Financial Blogger Meeting: Savwee Investment.
20 Jan 21
Publication date 22 January 2021.
Financial Blogger Meeting: 12Invest. Publication
8 Mar 21
date 20 April 2021

21 Apr 21 Analyst briefing on Q3FY2021 results

Financial Blogger Meeting: StockPick2U. Publica-


5 May 21
tion date 21 May 2021.

KIP Real Estate Investment Trust Annual Report 2021 29


YEAR IN REVIEW

INVESTOR RELATIONS AND


CORPORATE COMMUNICATIONS

Other Channels Of Communication Briefing Packs, IR Portal And E-Mail


Factsheet And Analyst Briefings Comprehensive information and updates regarding KIP
To supplement the relevant investor engagements, the REIT can be found on KIP REIT’s corporate website at www.
Investor Relations team prepares concise reports in the form kipreit.com.my. Information regarding announcements to
of briefing decks and/or fact sheets which are disseminated Bursa Securities, annual reports, press releases, share price
immediately after the announcements are released on updates and other developments are listed on KIP REIT’s
Bursa Securities. Briefing decks are prepared by the Investor corporate website. The website is regularly updated to
Relations team to include essential information and figures ensure that the latest information is available the public.
typically required for analysts and media coverage. The
Investor Relations team also arranges analyst briefings Trading Performance
when the Fund embarks on major events to communicate
the details of the same to the investing community. FY2021 FY2020 FY2019 FY2018 FP2017
Price as at
Quarterly Financials And Annual Report 0.845 0.795 0.840 0.800 0.920
30 June
Quarterly financial results are prepared in a comprehensive
and succinct manner to ensure information is disseminated Highest
0.91 0.91 0.91 0.90 1.04
Traded Price
clearly. The Manager remains committed to promoting
transparency in the management of KIP REIT and has Lowest
0.79 0.60 0.60 0.75 0.90
provided all relevant information in accordance with Bursa Traded Price
Securities MMLR and SC’s REIT Guidelines. All quarterly NAV per
financial results are immediately available through 1.02 1.00 1.00 1.00 0.99
Unit (RM)
announcement via Bursa LINK and can also be accessed
through the corporate website. Total Trading
Volume
52,697 61,167 51,207 64,844 102,920
(million
KIP REIT’s FY2020 Annual Report alongside the Notice for units)
KIP REIT’s Fourth Annual General Meeting and administrative
guide was made available for unitholders before the Market Capi-
AGM. The notice in the national language and English was talisation 426,979 401,714 424,452 404,240 464,876
(RM million)
also advertised on daily newspapers and via Bursa LINK.
The information is presented in a manner and in time for Units in
unitholders to deliberate matters prior to attending the Circulation 505,300 505,300 505,300 505,300 505,300
meeting and making the relevant investment decisions. (unit ‘000)

Following the Supplementary Trust Deed dated 29


September 2020 entered into by the Trustee and the
Manager, the provisions for the issuance of reports, notices
and other documents have been amended to allow for
distribution via technological means.

30 KIP Real Estate Investment Trust Annual Report 2021


YEAR IN REVIEW

INVESTOR RELATIONS AND


CORPORATE COMMUNICATIONS

KIP REIT's Trading Volume &


Price Performance against KLCI Performance
15.00% 4,500,000

4,000,000

10.00%
3,500,000

3,000,000

5.00%
2,500,000

2,000,000
0.00%

1,500,000

1,000,000
-5.00%

500,000

-10.00% 0
0

21

21
20

20

21
20

21
20

2
2
02

20

20

20
20

20

20
20

20

20
20
20

2/

3/

6/
1/

4/

5/
8/

9/

2/
0/
7/

1/

/0

/0

/0

/0

/0

/0
/1

/1
/0

/0

/0

/1

01

01

01

01

01
01

01

01

01
01

01

01

Volume KIP cumulative % move KLCI cumulative % move

Feedback and Enquiries


Distribution Yield Comparison
Investor Relations & Corporate Communications
KIP REIT Management Sdn. Bhd.
8.1%
(Reg. No. 201501044317 (1169638-M))
Unit B-6, Block B, Tingkat 6, Menara KIP
5.2% No. 1, Jalan Seri Utara 1
Sri Utara Off Jalan Ipoh
3.2% 68100 Kuala Lumpur Malaysia
2.1%
Telephone No. : +603 6259 1133
KIP REIT EPF Fixed MGS (10 Facsimile No. : +603 6259 1212
Deposits (5 years) E-mail : info@kipreit.com.my
years)
Website : www.kipreit.com.my

KIP Real Estate Investment Trust Annual Report 2021 31


BOARD AND SENIOR MANAGEMENT PROFILE

DIRECTORS’ PROFILE

Dato’ Dr Syed Hussain bin Syed Husman, JP Dato’ Eric Ong Kook Liong
Chairman / Senior Independent Non-Executive Director Non-Independent Executive Director

Dato’ Dr Syed Hussain bin Syed Husman, JP, Malaysian, Dato’ Eric Ong Kook Liong, Malaysian, male, aged 60 was
male, aged 64 was appointed to the Board on 20 April 2016 appointed to the Board on 2015 as a Non-Independent
as a Senior Independent Non-Executive Director. He is Executive Director on 18 December 2015. He currently holds
the Chairman of the Board and Remuneration Committee the Capital Market Services Representative’s License under
and a member of the Nomination Committee as well as the Capital Markets and Securities Act 2007. Dato’ Eric Ong
the Audit and Risk Management Committee. He holds a Kook Liong has had an illustrious career in the real estate
Master in Business Administration (MBA) from Western industry with extensive experience in property development.
Illinois University and has attended the Senior Management He began his career in MBf Property Services Sdn. Bhd. and
Development Programme at Harvard Business School. Tanco Properties Sdn. Bhd. Subsequently, in 1997, Dato’
He has had an extensive career taking on a wide array Eric Ong Kook Liong co-founded KIP Group of Companies
of leadership roles in Procter & Gamble Malaysia and and assumed the role of Executive Director. KIP Group
Singapore, Rothmans of Pall Mall (Malaysia) Berhad, British of Companies has since successfully completed several
American Tobacco Berhad and Petrofield (M) Sdn. Bhd. residential, commercial, hospitality and retail projects under
Dato’ Dr Syed Hussain bin Syed Husman, JP is currently an his helm and leadership. As the Co-Founder to KIP Group
Executive Director and the Chief Executive Officer of SVTT of Companies, Dato’ Eric Ong Kook Liong conceptualised,
Resources Sdn. Bhd., a position he has held since 2011. He developed and spearheaded the strategies in managing
is also currently serving as the President of the Malaysian community-centric malls within suburban neighbourhoods
Employers Federation and a member of the Board of the and led to the successes of KIPMalls.
Employer’s Provident Fund as an Employers representative.
Additionally, Dato’ Dr Syed Hussain bin Syed Husman, JP is Dato’ Eric Ong Kook Liong is a major unitholder of KIP REIT
also appointed to the Ahli Majlis Negara Bagi Keselamatan and a major shareholder in the Manager. He is the father
dan Kesihatan Pekerjaan (MNKKP), the Advisory Council of Ms Valerie Ong Pui Shan, a Non-Independent and Non-
of Malaysian Society for Occupational Health and Safety Executive Director. Other than traffic offences, if any, he
(MSOSH), National Wages Consultative Council, Ahli Majlis does not have any convictions for offences and there are no
Penasihat Buruh Kebangsaan (NLAC), Ahli Majlis Pekerjaan sanctions nor penalties imposed on him by any regulatory
Negara (MPV) and Ahli Majlis TVET Negara (MTVET). bodies over the past five years. Dato’ Eric Ong Kook Liong
has attended five Board meetings during the financial year.
Dato’ Dr Syed Hussain bin Syed Husman, JP does not have
any family relationships with any Director and/or major
unitholder of KIP REIT, nor does he have any conflict of
interests with the Manager. Other than traffic offences, if any,
he does not have any convictions for offences and there are
no sanctions nor penalties imposed on him by any regulatory
bodies over the past five years. Dato’ Dr Syed Hussain bin
Syed Husman, JP has attended five Board meetings during
the financial year.

32 KIP Real Estate Investment Trust Annual Report 2021


BOARD AND SENIOR MANAGEMENT PROFILE

DIRECTORS’ PROFILE

Datuk Mohamed Arsad bin Sehan Mr Chiam Tau Meng


Independent Non-Executive Director Independent Non-Executive Director

Datuk Mohamed Arsad bin Sehan, Malaysian, male, Mr Chiam Tau Meng, Malaysian, male, aged 67 was
aged 68 was appointed to the Board on 20 April 2016 appointed to the Board on 15 April 2019 as an Independent
as an Independent Non-Executive Director. He is the Non-Executive Director. He is the Chairman of the Audit
Chairman of the Nomination Committee and a member and Risk Management Committee and a member of the
of the Remuneration Committee and the Audit and Nomination Committee. He holds a Bachelor of Commerce
Risk Management Committee. He holds a Bachelor of majoring in Accountancy from the University of Otago
Economics (Statistics) from University of Malaya. He has and is an Associate Chartered Accountant with Chartered
had a distinguished career in the banking sector taking on Accountants Australia and New Zealand, and a Chartered
a senior management roles in Bank Bumiputera Malaysia Accountant with the Malaysian Institute of Accountants. He
Berhad and Bank Kerjasama Rakyat Malaysia Berhad (also has had extensive experience in various industries across
known as Bank Rakyat). Datuk Mohamed Arsad bin Sehan his career in corporate finance including Tolley Industries
subsequently held the positions of Managing and Executive Limited (New Zealand), Malaysian Containers Berhad,
Director at Pure Circle Sdn. Bhd., a wholly-owned subsidiary Menang Corporation (M) Berhad and Bee Hin Holdings
of PureCircle Limited for eight years. He holds directorships Sdn. Bhd. Mr Chiam Tau Meng then joined BDO Binder
in two other public companies, namely as an Independent Management Consultants Sdn. Bhd. and subsequently
Non-Executive Director at SYF Resources Berhad and chairs incorporated of CTM Consulting in 1994 and continues to
the Nomination Committee, and as the Senior Independent hold the position of Principal to date. He currently holds a
Non-Executive Director and Chairman to the Board of directorship in another public company as an Independent
Bertam Alliance Berhad. Non-Executive Director in Tri-Mode System (M) Berhad.

Datuk Mohamed Arsad bin Sehan does not have any family Mr Chiam Tau Meng does not have any family relationships
relationships with any Director and/or major unitholder of with any Director and/or major unitholder of KIP REIT, nor
KIP REIT, nor does he have any conflict of interests with the does he have any conflict of interests with the Manager.
Manager. On 29 July 2020, he was publicly reprimanded Other than traffic offences, if any, he does not have any
by Bursa Malaysia Securities Berhad and on 4 March convictions for offences and there are no sanctions nor
2021, publicly reprimanded by Bursa Malaysia Securities penalties imposed on him by any regulatory bodies over the
Berhad with a fine of RM25,000 for disclosure and first past five years. Mr Chiam Tau Meng has attended five Board
announcement breaches both under paragraph 16.19 of meetings during the financial year.
the Main Market Listing Requirements in relation to his
directorship in Bertam Alliance Berhad. Datuk Mohamed
Arsad bin Sehan has attended five Board meetings during
the financial year.

KIP Real Estate Investment Trust Annual Report 2021 33


BOARD AND SENIOR MANAGEMENT PROFILE

DIRECTORS’ PROFILE

Mr Alex Chew Kheng Kai Ms Valerie Ong Pui Shan


Non-Independent Executive Director Non-Independent and Non-Executive Director

Mr Alex Chew Kheng Kai, Malaysian, male, aged 37 was Ms Valerie Ong Pui Shan, Malaysian, female, aged 33 was
appointed to the Board on 30 November 2018 as a Non- appointed to the Board on 30 November 2018 as a Non-
Independent Non-Executive Director and was subsequently Independent Non-Executive Director. She holds a Bachelor
redesignated as Non-Independent Executive Director on in Business and Politics from University of the Melbourne
29 July 2021. He holds a Bachelor of Fine Arts in Interior and a Master in Marketing and Branding from the University
Architecture from the Academy of Art University and a of West of England. She is highly regarded in the real estate
Master of Architecture from the University of California, industry and continues to successfully manage a large
Los Angeles. He has had a distinguished career as an portfolio of residential, commercial, hospitality and retail
architectural designer working internationally at Huang Iboshi projects. During her tenure as the Group Chief Executive
Architecture in San Francisco, NMDA-INC in Los Angeles, Officer and as an Executive Director at KIP Group of
American Apparel on retail projects across the world, and Companies, Ms Valerie Ong Pui Shan is responsible for the
Lead Dao Technology and Engineering in Taipei. Mr Alex overall operational and financial performance of the group
Chew Kheng Kai was subsequently appointed as Director of and continues to oversee a pipeline of new developments
KIP Group of Companies and co-founded ALLTHATISSOLID, across the Malaysian Peninsula.
an architectural design office and Solidbuilt LLC, a design-
forward real estate development company. He also serves Ms Valerie Ong Pui Shan is the daughter of Dato’ Eric Ong
as a director of various companies that fund businesses Kook Liong, who is a major unitholder of KIP REIT and a major
catering to contemporary lifestyles. shareholder of the Manager. Other than traffic offences, if any,
she does not have any convictions for offences and there are
Mr Alex Chew Kheng Kai is the son of late Dato’ Chew no sanctions nor penalties imposed on her by any regulatory
Lak Seong, who was the former Managing Director and a bodies over the past five years. Ms Valerie Ong Pui Shan has
major unitholder of KIP REIT and a major shareholder of the attended five Board meetings during the financial year.
Manager. Other than traffic offences, if any, he does not have
any convictions for offences and there are no sanctions nor
penalties imposed on him by any regulatory bodies over the
past five years. Mr Alex Chew Kheng Kai has attended five
Board meetings during the financial year.

SENIOR MANAGEMENT
PROFILE
Ms Hii Wei Bing
Chief Financial Officer

Ms Hii Wei Bing, Malaysian, female, aged 47 was appointed as the Chief Financial Officer on 18 September 2018. She holds
a Master of Science in Professional Accountancy from University of London and is a Fellow of the Association of Chartered
Certified Accountants and Chartered Accountant with the Malaysian Institute of Accountants. Ms Hii Wei Bing has had a
distinguished career in corporate finance having gained extensive experience at Berjaya Corporation Berhad and Courts
(Malaysia) Sdn. Bhd.

Ms Hii Wei Bing does not have any family relationships with any Director and/or major unitholder of KIP REIT, nor does she
have any conflict of interests with the Manager. Other than traffic offences, if any, she does not have any convictions for
offences and there are no sanctions nor penalties imposed on her by any regulatory bodies over the past five years.

34 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
The FY2021 Corporate Governance Overview Statement The Board devotes its effort on the following responsibilities
provides an overview to the framework which governs KIP in discharging its stewardship duties:
REIT Management Sdn. Bhd. acting in the capacity as the • Establishing and reviewing of the KIP REIT’s vision,
REIT Manager of KIP REIT. Further details on compliance with mission, objectives and strategic direction;
the principles and practices set out in the Malaysian Code • Evaluating the performance and overall management
of Corporate Governance 2017 (“MCCG 2017”) and Bursa of the Manager and the management of KIP REIT’s
Securities MMLR can be found in the Corporate Governance properties;
Report FY2021 on KIP REIT’s website. • Deliberating with management on principal risks in
view of the Manager’s risk appetite and assuming
KIP REIT is constituted by the Deeds entered into between responsibility over the adequacy and effectiveness of
the Manager and the Trustee. Pursuant to the Deeds, the internal controls and mitigation measures;
Manager shall exercise general powers of management over • Ensuring that orderly succession plans are in place;
KIP REIT with due care and diligence and in the best interest and
of the unitholders and the Trustees appointed with the role • Active engagement with the stakeholders of KIP REIT.
of oversight.
The abovementioned exercises are led by the Chairman of
The primary role of the Manager is to carry out all activities for the Board and any of the three delegated committees of KIP
the management of KIP REIT and its assets, under the strategic REIT namely the Audit and Risk Management Committee
direction as set by the Board, and execute measures in line (“ARMC”), Nomination Committee (“NC”) and Remuneration
with KIP REIT’s investment strategy. Primary management Committee (“RC”).
activities of the Manager include but is not limited to
the establishing of overall strategy, risk management, The Board and the Board Committees meet during scheduled
acquisitions and disposals, monitoring of performance and meetings to deliberate on matters including management
business planning and market performance analysis. updates, financial performance, operational matters and risk
management matters. During the scheduled meetings, the
The Manager is licensed by the SC and holds a valid Capital Board has unbridled access to the management team, who
Markets Services License (“CMSL”) to perform management oversees operational matters and executes strategies in line
activities for KIP REIT. with KIP REIT’s mission and vision.

Principle A: Board Leadership And Effectiveness Clear Demarcation of Roles and Responsibilities
The Board assumes a governing role in the Manager and The position of the Chairman and Chief Executive Officer
is ultimately responsible for the Manager’s adherence (“CEO”) are held by two separate individuals who are
to its corporate governance framework. The corporate respectively aware of their distinct roles. The Chairman
governance practices adopted by the Manager are is responsible for leading the Board and instilling high
fundamental to the manner by which KIP REIT’s businesses standards of corporate governance in the Manager. The
are directed and controlled. The Board in discharging its CEO oversees the day-to-day operational management.
stewardship responsibilities, strives to foster a culture of The CEO’s executive responsibilities are guided by the
integrity, transparency and management accountability. policies and decisions of the Board and is responsible for
implementing strategies in line with its business direction.
Board Charter
The Board’s roles and responsibilities are set out in the Board The Board is also supported by a qualified Company
Charter adopted and approved on 31 July 2017 and can be Secretary who attends to corporate secretarial matters
located on the corporate website. The Board’s primary role and corporate governance matters of the Manager and
includes but is not limited to the setting of strategic direction KIP REIT. The Company Secretary attends all Board and
of the Manager and ensuring that necessary resources are in the Board Committees’ meetings to ensure adherence to
place to meet KIP REIT’s objectives. The Board also sets the board procedures. Ultimately, the Board assumes overall
company’s values and standards to support long term value responsibility of KIP REIT’s performance and its governing
creation of KIP REIT. role ensures that the conduct of the Manager is in the best
interest of the unitholders.

KIP Real Estate Investment Trust Annual Report 2021 35


CORPORATE GOVERNANCE AND SUSTAINABILITY

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
Board Composition Board Committees
Diversity at the Board level is a fundamental component to The Board recognises that each of the respective Board
the decision-making process of the Manager. As such the Committees play a significant role in the governance
Board is committed to maintaining a strong mix of qualified structure. The roles and responsibilities of the Board
individuals to facilitate new perspectives and independent Committees, namely the ARMC, NC and RC, are clearly
judgement. The Board is currently comprised of six directors, defined in the terms of references which can be located on
half of whom are Independent Non-Executive Directors. The the corporate website.
composition of the Board is as follows:
ARMC
The ARMC comprises exclusively of three Independent
Meetings
Director’s Name Designation Non-Executive Directors as follows and the meetings
Attended
held during FY2021 are set out below:
Dato’ Dr Syed
Chairman and Senior Meetings
Hussain bin ARMC Membership
Independent 5/5 Attended
Syed Husman,
Non-Executive Director
JP
Mr Chiam Tau
Chairman 4/4
Managing Director and Meng
Dato’ Chew Lak
Non-Independent 5/5
Seong (a) Datuk Mohamed
Executive Director Member 4/4
Arsad bin Sehan
Dato’ Eric Ong Non-Independent
5/5 Dato’ Dr Syed
Kook Liong Executive Director
Hussain bin Syed Member 4/4
Mr Alex Chew Non-Independent Husman, JP
5/5
Kheng Kai (b) Executive Director
Datuk Mohamed Independent During this Financial Year, the ARMC held four meetings
5/5 and undertook the following activities among others:
Arsad bin Sehan Non-Executive Director
• Reviewed financial results and audited financial
Mr Chiam Tau Independent statements of KIP REIT for the financial year ended
5/5
Meng Non-Executive Director 30 June 2021
Ms Valerie Ong Non-Independent • Reviewed and discussed with management on the
5/5 quarterly unaudited financial results
Pui Shan Non-Executive Director
• Ensured that disclosures required and in line with
(a) Demised on 25 June 2021 regulatory requirements and accounting standards
(b) Redesignated as Non-Independent Executive Director • Recommended to the Board for approval of annual
on 29 July 2021 budget compared against reforecast figures
• Reviewed internal and external audit report taking
The Board welcomes and promotes diversity in gender, into consideration of the audit plan as presented by
age, experience and cultural background and strives within the respective auditors
itself and management roles in the Manager for a better • Assessed related parties’ transactions as reported
representation of the differing views of all stakeholders. by Management on a quarterly basis
Recruitment decisions for the Board is first and foremost • Reviewed risk register in line with KIP REIT’s
based on merits and suitability in filling up gaps to empower Enterprise Risk Management Framework on a
an effective board. The Manager has nonetheless sought quarterly basis
to promote equality within the workforce and elected a • Reviewed performance of KIP REIT’s Anti-Bribery
greater representation in management roles as part of the Management System on quarterly basis
continued effort to encourage diversity. • Evaluated the independence and effectiveness of
internal and external auditors
Details of the members of the Board are located in the Board
Profile section of this Annual Report.

36 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
Detail of the ARMC activities is included in the Audit RC
and Risk Management Committee Report of this Annual The RC comprises of two Independent Non-Executive
Report. Directors and one Non-Independent Executive Director
as follows and the meeting held during FY2021 are set out
NC below:
The NC comprises exclusively of Independent Non-
Meetings
Executive Directors as follows and the meeting held RC Membership
Attended
during FY2021 are set out below:
Dato’ Dr Syed
Meetings
NC Membership Hussain bin Syed Chairman 2/2
Attended
Husman, JP
Datuk Mohamed Datuk Mohamed
Chairman 1/1 Member 2/2
Arsad bin Sehan Arsad bin Sehan

Mr Chiam Tau Dato’ Chew Lak


Member 1/1 Member 2/2
Meng Seong (a)

Dato’ Dr Syed Mr. Alex Chew


Member -
Hussain bin Syed Member 1/1 Kheng Kai (b)
Husman, JP (a) Demised on 25 June 2021
(b) Appointed on 29 July 2021
During this Financial Year, the NC held one meeting and
undertook the following activities among others: During this Financial Year, the RC held two meetings and
• Carried out annual performance assessment on the undertook the following activities among others:
Board and its Committees including the performance • Reviewed the remuneration of members of the
and contribution of each director Board and CEO taking into consideration KIP REIT’s
• Assessed independence of the Independent Non- performance, industry benchmarks and individuals’
Executive Directors performance
• Assess the term of office, performance of the ARMC • Reviewed the remuneration package for an
and each of its members for the financial year ended Executive Director following his re-designation as
30 June 2021 Non-Independent Executive Director for Board’s
• Recommended the redesignation of Mr Chew Kheng approval
Kai as Executive Director for Board approval • Reviewed Directors’ fees and recommend for
• Recommended the re-election of directors under the Board’s approval
annual re-election provisions
Board Evaluation
The Manager strives to maintain high standards of corporate
governance and is led by the Board’s commitment to
ensure that Board Members are effective in discharging
their stewardship duties. The effectiveness of the Board is
guided by many factors which includes the consideration
of its composition, diversity and responsibilities as
abovementioned. On an annual basis, the Board assisted by
the ARMC, NC and RC shall evaluate its performance against
the Manager’s ability to meet its objectives and goals.

KIP Real Estate Investment Trust Annual Report 2021 37


CORPORATE GOVERNANCE AND SUSTAINABILITY

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
Training Board Remuneration
The Board is continuously developing skills, knowledge The remuneration of the Board is set with due consideration
and expertise by attending seminars and trainings and to the evaluation of the Board Member’s performance and
giving speeches in their industry to further strengthen their the KIP REIT’s performance during the financial year.
decision making at the Board Level. Programmes attended
Meeting Total
during FY2021 includes: Annual
Salary Allow- Remu-
Directors Fees
Date Course Title (RM) ance neration
(RM)
(RM) (RM)
MACC Adequate Procedures and Anti-
18 Aug 20 Dato’ Dr Syed
Bribery and Corruption
Hussain bin - 78,000 6,500 84,500
16 Nov 20 Seminar Percukaian Kebangsaan 2020 Syed Husman
Wealth Management and Investment Dato’ Chew
19 Nov 20 775,442 - - 775,442
Planning Lak Seong (a)
19 Nov 20 Investment Psychology and Selling Strategies Dato’ Eric Ong
782,830 - - 782,830
Kook Liong
Joint Event Between International Labour
Organisation and JP Morgan: Stakeholder Datuk
2 June 21 dialogue, Rebuilding Better: Fostering Mohamed
- 70,200 6,500 76,700
Business Resilience Post-Covid-19 Project, Arsad bin
Malaysia Sehan
109th Session of the International Labour Mr Chiam Tau
- 70,200 5,500 75,700
Conference: Social and Economic Impact of Meng
10 June 21
the Covid-19 Crisis, Responses and Lessons
Ms Valerie
Learnt - 70,200 3,000 73,200
Ong Pui Shan
Ethical Business Conduct and Whistleblowing Mr Alex Chew
- 70,200 3,000 73,200
The Board remains committed in promoting good business Kheng Kai
conduct and maintaining a healthy corporate culture that
Total 1,558,272 358,800 24,500 1,941,572
engenders integrity, transparency and fairness. The Board
is guided by its Code of Conduct and Business Ethics and (a) Demised on 25 June 2021
continues to monitor the policies and procedures as per the
Whistleblowing Policy, both of which can be found on KIP Principle B: Effective Audit And Risk Management
REIT’s website. The Board ensures that its whistleblowing The Board recognises that an effective ARMC plays a
policies set out avenues where legitimate concerns can be significant role in promoting transparency and independent
objectively investigated and addressed. Individuals are able judgement in overseeing the financial reporting process.
to raise concerns about illegal, unethical or questionable While the Board assumes full responsibility, the ARMC is
practices in confidence and without the risk of reprisal via better positioned to rigorously challenge and ask probing
submissions through: questions on KIP REIT’s financial reporting process, internal
controls and risk management practices.
Email: whistleblower@kipreit.com.my
Address: Unit B-6, Block B, Tingkat 6, Menara KIP, No. 1, Jalan The Board acknowledges that External Auditors and
Seri Utara 1, Sri Utara Off Jalan Ipoh, 68100 Kuala Lumpur. outsourced Internal Auditors play significant roles in
promoting transparency and providing independent
judgement on KIP REIT’s financial reporting processes. More
details on the activities carried out by the External Auditors
and Internal Auditors can be found in the Audit and Risk
Management Committee Report in this Annual Report.

38 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
Assessment of External Auditors General Meeting
The ARMC is delegated the responsibility of evaluating the KIP REIT’s AGM is an integral part of the ongoing
performance of PricewaterhouseCoopers PLT (“PwC”) as the communication between the Manager and its stakeholders.
External Auditors to KIP REIT. During this financial year, the The AGM acts as the principal forum for dialogue between
ARMC reviewed the calibre and competency of the External the Board and key management of the Manager and
Auditors, its audit scope and planning independence and its unitholders. As the avenue for dialogue, unitholders
objectivity. The ARMC was satisfied with the performance are encouraged to participate in raising questions and
of PwC as the External Auditors and recommended its concerns relating to KIP REIT, exercising their rights relating
reappointment to the Board for approval. to resolutions tabled and appointing proxies as per the
unitholder’s discretion.
Assessment of Risk Management and Internal Controls
The ARMC recognises that the internal audit is required to The Manager places great emphasis to comply with
maintain a sound system of risk management and internal the obligations in line with Bursa Securities MMLR, SC’s
controls in the management of KIP REIT. Baker Tilly Monteiro Guidelines on Listed REITs and SC’s Guidance Note and
Heng Governance Sdn. Bhd. (“Baker Tilly”) was appointed as FAQs on the Conduct of General Meetings for Listed Issuers.
the outsourced Internal Auditors to perform assessment KIP REIT’s fourth AGM was held on 29 September 2020
on the risk management and internal controls system. with the Annual Report 2020 and relevant circulars, notices
Following review of their independence and effectiveness, and administrative guide made available to the unitholders
the ARMC was satisfied with the performance of Baker Tilly ahead of the meeting such that unitholders are able to make
as the outsourced Internal Auditors and recommended its their analyses accordingly prior to the AGM. The notice
reappointment to the Board for approval. of AGM was advertised on an English national daily and a
national language daily and announced through Bursa LINK
The Board, through the NC, is satisfied that the ARMC has on 27 August 2020.
satisfied its duties in carrying out its duties during this
financial year. The Fourth AGM was held at the broadcast venue with
restricted numbers in physical attendance to observe
Principle C: Integrity In Corporate Reporting And the requirements under SC’s Guidance Note and FAQs on
Meaningful Relationship With Stakeholders Conduct of General Meetings for Listed Issuers. The AGM
Continuous communication between the Manager and its was conducted on a fully virtual basis via RPEV facilities
stakeholders is required to facilitate mutual understanding and was administered by Boardroom Share Registrars Sdn.
of the objectives and expectations respectively. The Board Bhd. The RPEV allowed eligible participants to view a live
ensures that there is effective, transparent and regular webcast of the AGM, submit their questions to the Board
communication with stakeholders in line with disclosure and CEO and cast their votes electronically.
obligations as per the MMLR and the principles of the
Manager’s Communications Policy. The Manager committed Compliance Statement
to making full and timely disclosures to its stakeholders on The Board is satisfied that the Manager has substantially
all material information through different mediums including applied the principles and best practices under the MCCG
public announcements through Bursa Securities, KIP REIT’s 2017 during the Financial Year. Further details on the same
corporate website at www.kipreit.com.my, analyst briefings can be accessed through the Corporate Governance Report,
and press releases. The Manager is also committed to which elaborates on a comply or explain approach taken
ensuring transparency relating to its corporate governance under the MCCG 2017.
framework and further details on the same can be found
on the corporate website. While the disclosure is not
mandatory under the MMLR, the Manager believes that
voluntary disclosure of the Corporate Governance Report
is in line with promoting greater transparency and effective
communication with its stakeholders.

KIP Real Estate Investment Trust Annual Report 2021 39


CORPORATE GOVERNANCE AND SUSTAINABILITY

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL
The Board of the Manager is pleased to present the The Manager recognises that participation of the Board,
Statement on Risk Management and Internal Control in the ARMC and management are important components of
compliance with paragraph 15.26(b) of the Bursa Securities KIP REIT’s risk management framework. It recognises that
MMLR the statement on risk management and internal communication between the parties is aimed at leveraging
control: guidelines for directors of listed issuers, the their respective strengths to achieve greater efficiencies in
principles and practices of the MCCG 2017 and SC’s REIT the management of KIP REIT. The roles of each respective
Guidelines. parties are summarised below:
• Board: sets the tone from the top in embedding of
Roles and Responsibilities of the Board risk management practices and assumes overall
The Board in discharging its stewardship duties assumes responsibility on the adequacy of risk management
overall responsibility for maintaining a sound system of framework;
internal controls and risk management practices in the • ARMC: delegated to carry out continuous review
Manager. The Board, assisted by the ARMC, recognises of the risk management framework and solicits
that continuous review of the adequacy of such system formal feedback from independent auditors on risk
in a dynamic business environment is fundamental to management matters;
the governance framework and would ultimately better • Management: implements processes in place for
safeguard the interests of KIP REIT’s unitholders. identifying, evaluating, monitoring and reporting
of risk and internal control, takes appropriate and
Risk management and internal controls are structured in timely corrective actions as needed and providing
a manner to minimise the likelihood and impact of risks assurance to the Board that processes have been
materialising over the course of business rather than a carried out. These processes focus on several
system to eliminate all risks. Accordingly, such system may areas including but not limited to regulatory and
only provide reasonable but not absolute assurance against compliance, financial, operational, personnel, and
all material misstatement, fraud and loss. That being said, personnel matters. Further details on the Manager’s
the Board by delegating to the ARMC remains committed risk management activities during FY2021 can be
to ensuring an effective system is embedded within the found in the Management Discussion and Analysis
culture and structure of the Manager. section of the Annual Report.

Main Features of KIP REIT’s Risk Management Framework During the financial year, the Manager continues to monitor
The Board recognises that an effective risk management risks and implement controls to mitigate risk likelihood
system is required to identify, evaluate and treat risks arising and/or impact. On a quarterly basis, the Risk Management
from the ordinary course of business. The Board appreciates Working Group (“RMWG”) chaired by the CEO or in his
that all business activities within KIP REIT’s operations absence, the CFO would evaluate, identify any emerging
invariably carry some degree of inherent risks which may risks and report on existing controls in place or management
evolve with the dynamic business environment. Risks are action plans. The same findings are reported to the ARMC
therefore monitored on a continual basis and the framework alongside the updated risk register so that key risks are
is reviewed, periodically or as and when necessary, by highlighted to ARMC on a continual basis. On an annual
the ARMC to minimise significant impact on KIP REIT’s basis, the ARMC shall also review the adequacy of the risk
operations. appetite and tolerable ranges of risk. The review of the risk
appetite and tolerable range of risks will thereafter guide
The Manager has adopted an Enterprise Risk Management the management in terms of assessing and evaluating risks
(“ERM”) Framework which establishes the overall risk during the financial year.
management system. This comprehensive framework,
follows the relevant guidance from the ISO 31000:2018 – The Board remains committed to monitoring and improving
Risk Management - Guidelines, provides for the processes upon the risk management processes by evaluating the
to identify, evaluate and manage risks which may arise from existing risk management system periodically or as and
the ordinary course of business. The ERM Framework clearly when necessary. This takes into account of any formal
establishes the functional responsibilities by respective feedback from independent parties including findings from
members of the risk management infrastructure, sets the the internal auditors. The Board appreciates that continual
tolerable ranges and risk appetite and facilitates discussion improvement is necessary to ensure that evolving business
on policies and procedures consistent with the risk appetite risks are appropriately resolved and that the interest of the
and risk tolerances. KIP REIT and its unitholders are safeguarded.

40 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL
Main Features of KIP REIT’s Internal Controls The Manager has also continuously engaged with the
The Board recognises that a sound system of internal control SC throughout the past financial year to provide details
comprises policies and procedures aimed at facilitating on the disruptions caused by the movement restriction,
response to significant business, operational, financial, arrange for approval letters for staff commute and to
compliance and other risks that may materialise over the report on staff working arrangement on a weekly basis
course of business. These controls are implemented and between October 2020 to April 2021. The Manager has
reviewed on a continuous basis to mitigate risks arising also upgraded the information technology infrastructure
from an increasingly dynamic business environment. to allow for web-based access to facilitate working from
Notwithstanding, a sound system of internal controls is home arrangements, including the upgrading of its
designed to reduce but not eliminate the possibility of Tenancy Management System to Road Runner.
poor judgement in decision-making, human errors, control
processes deliberately circumvented by employees, Financial Controls
management overriding controls and unforeseeable The Board recognises that continuous practice and
circumstances. monitoring of financial controls are key factors to KIP REIT’s
financial health. Adherence to financial controls provides
The principal features of KIP REIT’s system of internal for an objective standard to assess financial performance
controls includes: and minimises the risks of material misstatements, errors
Operations Manual or fraud. During this financial year, the key financial controls
The Manager has implemented policies and procedures include target setting, performance review, credit control
which provides standard guidance on the management processes and review of related party transactions.
of KIP REIT’s portfolio. During the financial year ended
30 June 2021, revisions to standard procedures in the The approved annual budget (“Annual Budget”) is the
management of KIP REIT includes: main target setting process to which the Manager could
• IT Security Policy; objectively evaluate the KIP REIT’s performance. The
• Share Dealing Policy; Annual Budget is a summation of output from a top-down
• Abolishment of cash float; and and bottom up approach which takes into account the
• Employee handbook. views of the budget owners and senior management.
Following detailed review and target-setting process
Throughout much of the financial year ended 30 June 2021, takes into consideration of factors including the strengths
the Government has implemented movement controls and weaknesses of the properties and opportunities,
and restrictions in an effort to curb rising infections of and threats faced by KIP REIT such as competitors and
the Covid-19 in Malaysia. The Manager remains cautious economic climate. The Annual Budget is then tabled
during this period and has adopted a proactive approach to the ARMC for review and subsequently for Board’s
in ensuring adherence to relevant standard operating approval. The management will thereafter closely monitor
procedures as announced by the relevant authorities actual financial performance in comparison to the Annual
from time to time. Measures in place include complying Budget and budget variance is analysed and explained to
with the requirements set by the Malaysian National the ARMC and Board on a quarterly basis.
Security Council in respect to sanitisation and hygiene,
social distancing measures and ensuring a safe work The Board recognises that a Five-Year Strategic Plan
environment for the workforce across several locations. must provide a clear strategic direction for KIP REIT
while taking into consideration of the changing business
The Manager as a CMSL holder is required to have landscape. The plan sets out the strategic direction set
business continuity management arrangements to ensure by the Board to achieve growth targets, both organically
timely continuation of critical services and the fulfilment of and through acquisitions, and seeks to leverage on KIP
business obligations in the event of disruption. Throughout REIT’s competitive advantage. During this financial year,
this past financial year, KIP REIT’s Business Continuity the Board has reviewed the Five-Year Strategic Plan
Plan (“BCP”) had provided guidance, processes and and remains committed to the strategic direction as
procedures in place to minimise business disruption to established in the prior year.
the management of KIP REIT’s properties. Additionally, the
Manager has completed its annual testing procedures and
have reported the results to the Board for endorsement
in accordance with SC’s Guiding Principles on Business
Continuity.

KIP Real Estate Investment Trust Annual Report 2021 41


CORPORATE GOVERNANCE AND SUSTAINABILITY

STATEMENT ON RISK MANAGEMENT


AND INTERNAL CONTROL
The Board also places great importance on the review of across two cycles during the financial year:
Related Party Transaction (“RPT”) policies in line with SC’s • Cycle one: two areas of internal audit review on mall
Guidelines on Listed REITs and Bursa Securities MMLR. operations – tenant performance and customer
On a quarterly basis, the Manager reports all RPTs and/ complaint, and incident reporting management and
or Recurrent Related Party Transactions (“RRPT”) to the security, safety and health management and two
ARMC to ensure that all RPTs, dealings, investments and areas of follow-up review of billing and credit control
appointments are made on an arm’s length basis and on management, and leasing and tenant management;
a best available option basis. During this financial year, and
KIP REIT did not seek any mandate from its unitholders • Cycle two: two areas of internal audit review on
relating to RRPTs. compliance of corporate liability obligations and,
human resource and compensation management
Investment Control and two areas of follow-up review on mall operations
KIP REIT’s Investment Steering Committee (“ISC”) on - tenant performance and customer complaint, and
a working group level was established to evaluate incident reporting management and security, safety
investment proposals offered to KIP REIT. Members of the and health management.
Investment Steering Committee Working Group (“ISCWG”)
assess proposals against a stringent set of criteria The internal auditor has reported its findings from the
to identify yield-accretive properties for acquisition. audit cycles to the ARMC on 19 January 2021 and 20 April
Following due diligence processes in place, the ISCWG 2021. Management has taken into consideration of such
presents its findings to the ISC for their consideration. reporting and findings and implemented appropriate
Subsequently, if the proposal is approved, the same is controls to ensure continuous improvement on the internal
tabled to the Board for final decision and approval. The control systems. The cost incurred by the Manager for the
Manager remains committed to source yield accretive outsourced internal audit function in respect of FY2021
properties as part of its growth plans in line with KIP REIT’s amounted to RM78,000.
Five-Year Strategic Plan.
Board’s Appraisal on Risk Management and Internal
During this financial year, the Manager has entered into Controls in FY2021
a Supplemental Trust Deed dated 29 September 2020 The Board has committed its resources into ensuring that
with the Trustee to effect amendments to the KIP REIT’s risk management and review of internal controls have been
investment policy. Accordingly, the Manager is able to duly assessed throughout the year. As such, it has taken into
invest in assets, directly or indirectly, in income producing account all significant aspects of risks and internal control
real estate used for industrial or commercial purposes, of KIP REIT for the year under review and up to the date of
including warehousing facilities, logistics facilities and approval of the statement for inclusion in the annual report.
manufacturing sites. The Board also has received assurance from the CEO and/
or CFO that the Manager’s risk management and internal
Compliance control system is operating adequately and effectively, in
The Manager remains committed to continuously monitor all material aspects, based on the risk management and
the Anti-Bribery Management Systems in place to ensure internal control system of the Fund.
adherence to Section 17A of the Malaysian Anti-Corruption
Commission Act 2009 which came into effect on 1 June Review by External Auditors
2020. The Manager continues adopt a zero-tolerance As required by Paragraph 15.23 of the Bursa Malaysia
approach on acts of bribery and corruption and to Securities Berhad Main Market Listing Requirements, the
continues to comply with its comprehensive Anti-Bribery external auditors have reviewed this Statement on Risk
and Corruption Manual. Commencing from Q2FY2021, Management and Internal Control. Their limited assurance
the ARMC is updated on a quarterly basis on the relevant review was performed in accordance with Audit and
controls in place. Assurance Practice Guide (“AAPG”) 3 issued by the Malaysian
Institute of Accountants. AAPG 3 does not require the
Internal Audit Function and its Activities external auditors to form an opinion on the adequacy and
The Board recognises that a continuous review of KIP REIT’s effectiveness of the risk management and internal control
internal controls provides for an avenue to evaluate the systems of KIP REIT.
procedures and processes implemented against a dynamic
business environment. Based on an approved 3 years This Statement has been tabled and approved by the Board
internal audit plan, Baker Tilly. as the outsourced internal on 29 July 2021.
auditor, performed the following internal control reviews

42 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

AUDIT AND RISK MANAGEMENT


COMMITTEE REPORT
The Board recognises that the ARMC plays a significant All deliberations during the ARMC meetings, including
role in the corporate governance structure which ultimately issues tabled and rationale for adopted decisions are
safeguards the interests of KIP REIT’s unitholders. In properly recorded by way of minutes. Minutes are confirmed
discharging its duties, the ARMC assists the Board in its at the following meeting and subsequently presented to the
responsibilities including financial reporting, oversight of Board for notation.
risk management and internal controls, analysing findings
of external and internal auditors, review of related parties Roles and Responsibilities of the ARMC
transactions and the Anti-Bribery Management System. The ARMC is guided by its Terms of Reference and is a
committee delegated by the Board to fulfilling its oversight
Composition of the Audit and Risk Management Committee responsibilities in relation to financial reporting, risk
In accordance to the Bursa Securities MMLR, the Audit management and internal controls.
and Risk Management Committee’s comprises of three
(3) members; all of whom are Independent Non-Executive The ARMC in discharging its duties shall have:
Directors. The Chairman on the Audit and Risk Management • the authority to investigate any matter within its Terms
Committee is a member of the Malaysian Institute of of Reference;
Accounts. None of the members of the committee was • the resources which are required to perform its duties;
previously a partner in PwC as the External Auditor, not do • full and unrestricted access to any information
they hold any financial interest in PwC in the previous two pertaining to the management of KIP REIT;
years. • direct communication channels with the external and
internal auditors;
The Audit and Risk Management Committee consists of: • the right to obtain independent professional or other
advice; and
ARMC Membership
• the right to convene meetings with the external and
Mr Chiam Tau Meng Chairman internal auditors excluding the attendance of other
executive directors or employees as necessary.
Datuk Mohamed Arsad
Member
bin Sehan
The key responsibilities of the ARMC include:
Dato’ Dr Syed Hussain • reviewing the adequacy and effectiveness of risk
Member
bin Syed Husman, JP management and internal control system of the
Manager and KIP REIT;
ARMC Meetings • reviewing the extent of compliance with relevant laws
The ARMC convenes a minimum of four scheduled meetings and regulations;
on a yearly basis with additional meetings to be convened • providing assurance that the financial information
on a need basis. Meeting materials are circulated in advance presented by management is relevant, reliable, timely
to facilitate considered deliberation. The Audit and Risk and meets applicable accounting standards, statutory
Management Committee has direct communication channels and legal requirements;
between Senior Management, Internal and External Auditors • assessing the effectiveness and independence of the
to discuss matters that may affect KIP REIT on a regular basis. internal and external auditors;
• evaluating the adequacy of scope, functions,
In FY2021, the ARMC meetings were held virtually and in competency, and resources of internal and external
observance with social distancing guidelines. The attendance auditors;
of the members of the ARMC is as follows:- • reviewing any related party transactions and conflicts of
interests that may arise during the course of business to
ARMC Attendance ensure management integrity;
Mr Chiam Tau Meng 4/4 • assessing the adequacy and effectiveness of the anti-
bribery management system.
Datuk Mohamed Arsad
4/4
bin Sehan
Dato’ Dr Syed Hussain
4/4
bin Syed Husman, JP

KIP Real Estate Investment Trust Annual Report 2021 43


CORPORATE GOVERNANCE AND SUSTAINABILITY

AUDIT AND RISK MANAGEMENT


COMMITTEE REPORT
Summary of Activities of the ARMC • Evaluated the independence and competency of
During the financial year, the ARMC has implemented the PwC in their capacity as the external auditors. Pre-
following: determined criteria includes suitability of appointment,
auditor’s experience, resources and objectivity are duly
Oversight of Financial Reporting considered. Upon satisfactory assessment, the ARMC
• Reviewed and deliberated on the quarterly financial recommended the re-appointment of PwC as external
results prepared in accordance with the legal and auditors.
regulatory requirements prior to recommending the • Noted the external auditors’ confirmation on their
same to the Board for approval prior to public release. independence in accordance with all applicable
• Reviewed the audited financial statements, which were professional and regulatory requirements.
prepared in accordance with the applicable regulatory • Reviewed audited financial statements to ensure that
requirements and accounting guidelines prior to the financial statements of KIP REIT for the FY2021 had
recommending the same to the Board for approval. been prepared in accordance with the Deed of KIP REIT,
• Considered key audit matters with the support of applicable SC rules and guidelines, MFRS and IFRS, and
external auditors and outsourced internal auditors to complied with the applicable disclosure provisions of
satisfy itself that the financial results and reports had MMLR prior to recommending to the Board for approval.
complied with relevant accounting standards and • During FY2021, external audit fees amounted to
regulatory requirements and recommended the same RM108,200 (FY2020: RM105,000).
to the Board for approval.
• Confirmed the minutes of previous ARMC meetings. Internal Audit
Significant issues and status on follow-up actions to The internal audit function of the Manager is outsourced to
rectify them were reported to the Board. Baker Tilly to ensure independent review of the systems of
• The ARMC took note of significant changes and the internal controls and governance practices in managing
amendments to the regulations, accounting standards KIP REIT. The independence and competency of the internal
and other regulatory requirements that could affect the auditors to review the Manager’s internal control framework
financial reporting of KIP REIT. is performed on an annual basis.

Assessment Risks and Control Environment During this financial year, the internal auditors have
• Overseen management’s activities in managing KIP completed two internal audit cycles on two separate audit
REIT’s critical risks related to strategic, financial, areas each cycle, in accordance with the three-year (2021-
operational, cyber, regulatory compliance and other 2023) internal audit plan as approved by the Board. The four
risks. key areas of review undertaken during this financial year are:
• Reviewed and recommended risk management • Mall Operations – Tenant Performance and Customer
strategies, policies and risk tolerance for Board’s Complaint, Incident Reporting Management
approval to ensure that the risk management framework • Mall Operations – Security, Safety and Health
is adequate and effective. Management
• Deliberated on matters relating to internal controls • Compliance of Corporate Liabilities Obligations
highlighted by the outsourced internal auditors and • Human Resource and Compensation Management
external auditors in the course of statutory audit of the
financial statements. Follow up reviews have also taken place during the audit
• Considered the risk appetite and tolerable range of cycle based on the areas tested during the previous cycle to
acceptable risks. ensure management action plans or corrective actions were
completed. The areas of review and follow up reports were
Evaluation of Audit Process tabled to the ARMC for recommendation to the Board for
External Audit approval and are based on a risk-based approach. During
• Considered and deliberated on the Audit Planning FY2021, the internal audit fees amounted to RM78,000
Memorandum to determine audit approach, reporting (FY2020: RM78,000).
requirement, system of evaluation, areas of audit
emphasis, scope for the year, auditing strategies and
procedures prior to the commencement of audit
during ARMC meeting held on 20 April 2021. The same
evaluation was made taking into consideration Covid-19
impact on scope and timing of audit and key areas of
focus.

44 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

AUDIT AND RISK MANAGEMENT


COMMITTEE REPORT
Review of RPTs
The ARMC reviewed the potential conflict of interest, related
party transactions and recurring related party transactions
based on its existing framework and in compliance with
SC’s REIT Guidelines and Chapter 10 of the Bursa Securities
MMLR.

All transactions which may potentially be perceived as


conflicts of interest, related party transactions and recurrent
party transactions must be:
• Carried out in compliance with SC ‘s REIT Guidelines
and the Deed;
• Carried out on an arms’ length basis and under normal
commercial terms;
• Carried out in the best interest of the unitholders;
• Abstained from voting at Board meetings for interested
parties; and
• Adequately disclosed to the unitholders via Bursa
Securities announcements, quarterly reports and
Annual Report.

During this financial year, there were no material related


party transactions nor recurrent related party transactions
requiring Unitholders’ approval.

Oversight on Anti-Bribery Management Systems


The Anti-Bribery Management System was covered
under the second cycle of internal audit. The ARMC was
delegated the role of oversight and since quarter two of the
financial year, reviewed on a quarterly basis management’s
performance in maintaining an effective anti-bribery
and corruption policy. Details on the Anti-Bribery and
Corruption Policy adopted can be found in the Statement
of Risk Management and Internal Control and the corporate
website.

This Audit and Risk Management Committee Report was


approved by the Board on 29 July 2021.

KIP Real Estate Investment Trust Annual Report 2021 45


CORPORATE GOVERNANCE AND SUSTAINABILITY

SUSTAINABILITY STATEMENT

The Manager strongly believes that sustainable business practices encourage long term value creation for KIP REIT’s diverse
group of stakeholders. For this reason, the Manager aims to set strategies that would generate positive outcomes within
the immediate communities be it environmentally, socially, or economically. The management team and the respective
business units are accountable for measures in place to meet its sustainability goals.

This sustainability report is written with reference to the Bursa Securities MMLR and covers activities between 1 July 2020
to 30 June 2021. References made to the employees of KIP REIT shall be taken as the employees of the Manager and KIP
Property Services Sdn. Bhd., being the Service Provider to the Property Manager (“Service Provider”). It also assesses the
environmental and economic impact as a direct correlation to KIP REIT’s portfolio of properties save and except for AEON
Mall Kinta City, which AEON (M) Co. Bhd, as the Master Lessee manages on a lease arrangement.

The development of KIP REIT’s sustainability programme is an inclusive procedure taking into consideration the needs and
expectations of different stakeholders. Open discourse with these groups through varied engagement channels allows for
the Manager to identify their key concerns and area of focus and accordingly adopt measures to maintain a sustainable
business model. Current environment and future opportunities are also taken into consideration in KIP REIT’s sustainability
programme.

Stakeholder Engagement
Being an active part of the community is at the heart of KIP REIT’s identity. The Manager strives to engage in meaningful
conversations with various stakeholder groups to gain a better understanding of their expectations such that measures may
be adopted to ensure long term value creation. Stakeholder engagement is a continuous process and the Manager seeks
to continually build upon a sustainable business model.

Key
stakeholder
groups Expectations Nature of engagement KIP REIT’s actions
Unitholders • Stable and long-term income • Quarterly announcements • Prompt communication
and distribution; and investor briefings; of material corporate
Investment • Sustainable business model • Ad-hoc Roadshows; developments and disclosure
Communities for dividend and/or capital Annual General Meeting of results to facilitate informed
appreciation; / Extraordinary General investment decisions.
• Transparency and timely Meetings; • One on one briefings with
release of performance • Annual Report investors to facilitate ongoing
information; discussions
• Prudent risk management; • Annual General Meeting
• Transparency in / Extraordinary General
communication; Meetings to reach out to
• Strong corporate governance unitholders
• Annual Report to disclose
portfolio performance
Business • Sustainable business model • Written communication / • Ongoing communications
partners and relationship email channels to ensure business partners’
• Regular communication • Ad-hoc meetings needs are met
• High shopper traffic • Two-way feedback channel • Requests and feedbacks are
• Maintenance and upkeep of • Social media attended to by relevant staff
portfolio of properties members
• Development of rules and
regulations to ensure safe
operating environment at
mall levels

46 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

SUSTAINABILITY STATEMENT

Key
stakeholder
groups Expectations Nature of engagement KIP REIT’s actions
Local • Economic improvements • Championing causes and • Contribute to the economic
communities within local communities hosting events or initiatives and social development
• Health, safety and • Social media within the local community
• environmental impact • Staff volunteering days
• Festive events • Environmental initiatives to
• Charity drives minimise local pollution
Shoppers • Provision of goods and • Promotional events held • Providing a one-stop
services • Shoppers survey shop destination for
• Appropriate tenancy mix at • Customer feedback shoppers with a wide array
the respective locations • management of offerings tailored to
• Safe shopping environment • Social media customer demand
• Development of rules and
regulations to ensure safe
shopping environment for
shoppers
Property • Partnership in managing the • Monthly and ad-hoc team • Open communication
Manager properties meetings with Property Manager to
• Sustainable business model • Written and email ensure smooth operation
• Stable business operations communication at mall level
• Feedback and
brainstorming sessions
to ensure that malls are
properly managed and in
compliance with relevant
authorities’ regulations
Human capital • Compensation and benefits • Team meetings • Recognition of individual
• Employee wellbeing • Feedback/annual appraisals talents
• Career progression and • Team building events • Fair and objective career
• personal development • Employee welfare appraisal and progression
• Training and development • programmes pathway
• Training and development
to upskill personnel
professionally and
personally
• Equal opportunities for all
members of the workforce
• Fostering inclusive
culture by engaging with
employees through welfare
initiatives
Regulators • Timely and transparent • Ongoing written/ e-mail • Open discourse and
reporting communications with transparency
• Compliance with relevant • regulators • Timely submission of
regulations • Engagement with relevant required reporting
• Regulatory updates and authorities • Compliance with relevant
governance matters regulations
• Economic and industry • Keeping updated on
growth regulation amendments

KIP Real Estate Investment Trust Annual Report 2021 47


CORPORATE GOVERNANCE AND SUSTAINABILITY

SUSTAINABILITY STATEMENT

Key
stakeholder
groups Expectations Nature of engagement KIP REIT’s actions

Industry • Active participation and • Participation in Malaysian • Active participation and


knowledge sharing REIT Manager Association discussion with the MRMA
• Discussion on industry wide (“MRMA”) events • Contribution of strategies
issues • Media announcements and ideas relating to industry
• Adherence to relevant wide issues
regulations relating to • Compliance with M-REIT
M-REITs rules and regulations
Media • Timely communication of • Press release • Provision of content in a timely
corporate exercise • Media interviews manner with the partnership
• Performance / market • Annual gatherings of Investor Relations
outlook • Company updates
• Notification on release of • Quarterly reports
results or other material
matters

Sustainability matters
The following factors have been taken into consideration by the management team when developing and reviewing the
sustainability outreach:-
• KIP REIT’s resources management to ensure operational efficiencies;
• Key issues and concerns raised during communication with stakeholder groups;
• Recent developments within internal and external working environments;
• United Nations Sustainable Development Goals; and
• Hot topics and best practices within M-REIT industry.

As an active part of the community, the Manager strives to create value to stakeholders by adopting a responsible
approach in developing an environmentally, socially and economically conscious sustainability programme. These issues
are addressed by order of materiality and appropriate strategies are implemented with the Manager’s current resources
in mind.

Sustainability
matter Approach adopted Critical issues to address Emerging issues to address
Environmental Maximising the use of natural • Responsible consumption • Raising community
resources and minimising • Renewable resources (solar awareness on
unnecessary wastage power / energy efficient environmental initiatives
alternatives)
Social Regular engagement with • Employment relations • Workforce diversity
stakeholder groups to maximise • Relationship management • Contribution to local
value creation in sustainable with business partners communities
manner • Customer satisfaction –
meeting consumer demands
with products and services
provided
Governance Enforcement of corporate • Compliance with relevant • Board Diversity
governance in guiding operation- rules and regulations
al efficiency • Fostering strong set of
corporate governance

48 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

SUSTAINABILITY STATEMENT

ESG factors in light of the Covid-19 pandemic


The global Covid-19 pandemic has presented new norms indiscriminately and all participants of the economy has had to
adopt precautionary measures accordingly. As part of the Manager’s commitment to drive ESG factors, several measures
were implemented to ensure that KIP REIT’s stakeholders are adequately prepared and protected. The following
summarises steps taken by the Manager:
Sustainability matter
Environment During the Movement Control Order periods and Phase 1 of the National Recovery Plan, the common areas
of KIPMalls were regularly sanitised and increased numbers of cleaning services were performed. This is
to promote greater hygiene practices for the health and safety of the shoppers, tenants and employees.
During this period, KIPMalls modified its operational hours to better leverage the solar power systems and
as a result further reducing the use of non-renewable energy.
Social The Manager placed great emphasis on effective communications with the tenants and shoppers on the
Standard Operating Procedures to be implemented. Social distancing rules were strictly complied with
including temperature checks, contact tracing measures, and shopper traffic controls. Further, the Manager
and Service Providers workforce worked on a pared-down rotational basis.
Governance Guidelines and Standard Operating Procedures from relevant authorities are accordingly adhered and
communication with authorities including SC to ensure timely disclosures to relevant parties.

During FY2021, KIP REIT has leveraged its resources to incorporate ESG strategies and integrated the United Nations
Sustainable Development Goals accordingly.

KIP Real Estate Investment Trust Annual Report 2021 49


CORPORATE GOVERNANCE AND SUSTAINABILITY

SUSTAINABILITY STATEMENT

Financial Capital
KIP REIT remains committed to serving its unitholders through the provision of stable and regular income distribution and
capital appreciation. This is achieved through the prudent management of the Property Manager and Service Provider.
Specifically, KIP REIT’s community centric malls provide a platform for SMEs to expand their businesses and create further
economic growth within the local communities. The economic value created by KIP REIT is summarised as per the table
below.
Revenue RM74.2 million
Net Property Income RM56.7 million
Distribution per Unit (sen) 6.84
Annualised Dividend Yield 8.1%
Value of Asset Enhancement Initiatives RM1.8 million
Creation of Employment 100% Malaysian workforce

Further details on KIP REIT’s performance can be found in the Management Discussion and Analysis section of the Annual
Report.

Manufactured capital
KIP REIT’s proprietary know-how at managing investment properties contributes to the KIP REIT’s performance in FY2021.
This includes six (6) KIPMall properties managed by the Property Manager and Service Provider and AEON Mall Kinta City
under a Master Lease to AEON Co (M) Bhd.

Investment strategies
KIP REIT was listed with the investment objective to provide stable and regular income distribution to its unitholders
through the management of its portfolio of properties. To achieve this, management has committed itself to grow the
total asset under management size through acquisition of yield-accretive assets and effective property management of
existing assets. Asset enhancement initiatives taken this financial year includes:-
Property Works Performed Status as at FY2021
KIPMall Renovation works to convert 20,000 sq. ft. Completed
Masai of common area to accommodate for the
requirements of Jalan Jalan Japan
KIPMall Board approval on comprehensive AEI at KIPMall Approved
Bangi Bangi including interior designing works, enhancing
of existing facilities and façade upgrading
KIPMall Renovation works to accommodate new mini- Approved
Tampoi anchor tenant and management office approved by
the Board

50 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

SUSTAINABILITY STATEMENT

Corporate Governance
The Manager recognises that compliance to relevant rules and regulations and adherence to corporate governance
structure are fundamental to stakeholder confidence. For this reason, the Manager has implemented policies and
procedures as listed in the table below in place to ensure operational efficiency and encourage transparency between
different stakeholder groups. Management also views engagements with Bursa Securities and the SC as one of its key
responsibilities as a listed REIT. Further details on corporate governance can be found in the Corporate Governance
Overview Statement section of this Annual Report and the Corporate Governance Report FY2021 as published on
BursaLink and the Corporate Website.
Material matters Policies
Business ethics and Whistleblowing policy
transparency Code of conduct and business policy
Conflict of interest
Share dealing policy
Anti-bribery and corruption manual
Risk management Enterprise Risk Management Framework
Employee engagement Human Resources Manual

Social and relationship


In line with KIP REIT’s core values, people are at the heart of its success. As such the Manager is committed to building
meaningful relationships with its communities. The following tables summarises the types of initiatives taken by the Manager
to give back to KIP REIT’s community:
Stakeholder Engagement
Community/shoppers With various degrees of restrictions being imposed from time to time and in keeping
with social distancing and crowd control measures, mass gathering events have been
limited during this financial year. Active engagement with shoppers and communities on
updates through various different channels including social media.
Business partners The Manager views tenant relations as a crucial part of engagement with KIP REIT’s
valued business partners. Active engagement with tenants on changing Standard
Operating Procedures as imposed by the relevant authorities and open discussion on
tenant matters.
Investors The Manager believes that an open and transparent relationship between its community
of investors is important to KIP REIT’s success. The Manager is committed to providing
periodic updates to investors during briefings primarily held via virtual means during this
financial year.

KIP Real Estate Investment Trust Annual Report 2021 51


CORPORATE GOVERNANCE AND SUSTAINABILITY

SUSTAINABILITY STATEMENT

Intellectual/Human Capital
The Manager recognises that a pool of talented employees working in service of KIP REIT plays a significant role in its
operational success. For this reason, the Manager has places emphasis on a diverse community of employees.

Equal Opportunity/Diversity
The Manager recognises that a diverse talent pool is key to the success of KIP REIT and opportunities are awarded to
employees based entirely on their merits. Recruitment, retention and promotion are decided upon contribution to KIP REIT’s
performance without discrimination based on gender, race or ethnicities.

As at 30 June 2021, the Manager employs a total of 10 employees and the Service Provider to the Property Manager employs
83 employees. The workforce comprises of individuals with diverse backgrounds to encourage more balance decisions as
follows:-
Gender Ethnicity Age Group
Manager Female: 40% Malay: 40% < 30: 20%
Male: 60% Chinese: 60% 30 – 40: 20%
40 – 50: 30%
> 50% : 30%
Service Provider Female:43% Malay: 90% < 30: 48%
Male:57% Chinese: 8% 30 – 40: 25%
Indian: 1% 40 – 50: 21%
> 50% : 6%

Professional and personal development


The Manager strongly believes that upskilling employees allow for the individual to develop a fruitful career. For this
reason, several training and development initiatives were put in place to empower the workforce and help them develop
professionally. Some of the training attended during FY2021 includes:
• Tenancy Management System Upgrades
• Mall Operations and Purchasing Standard Operating Manual
• Performance Review Refresher
• Business Continuity Planning Test
• Employee Handbook Update
• Occupational Health and Safety

Employee welfare
Several initiatives have been taken to ensure the health and safety of the Manager’s employees during the Covid-19
pandemic, including the distribution of Personal Protection Equipment such as face masks, face shields and oxymeters,
staff meals and office sanitisation.

Natural
As a socially and environmentally conscious part of the community, the Manager is committed to playing our part in the
global fight against climate change. The following initiatives have been put into place in FY2021 and will results will be
continually monitored and reviewed:
• Renewable resources: the 6 KIPMalls have successfully produced 3,833,043 KwH during a 1 July 2020 to 30 June 2021,
equivalent to 2,660.13 tonnes of carbon footprint reduced through the use of solar power. Additionally, KIP REIT has also
been approved of the sandbox initiative for Net Metering programme by SEDA which allows for any excess solar power
generated to be distributed to the surrounding communities.
• Responsible consumption: initiatives have been taken to promote responsible consumption of resources within the
Headquarters and Management Offices at the respective malls. Employees are encouraged to participate in good
consumption habits such as minimising electricity use, minimising printing and limiting the wastage of resources.

52 KIP Real Estate Investment Trust Annual Report 2021


CORPORATE GOVERNANCE AND SUSTAINABILITY

DIRECTORS’ RESPONSIBILITY STATEMENT


FOR THE AUDITED FINANCIAL STATEMENTS

Pursuant to its obligations in Paragraph 15.26 (a) of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, the Board hereby reports that the financial statements of KIP REIT for FY2021 have been prepared in accordance
with the Restated Trust Deed dated 12 December 2019 and the Supplementary Trust Deed dated 29 September 2020, the
Securities Commission Guidelines on Listed REITs and in compliance with the relevant accounting standards of Malaysia.
The Board is satisfied that the financial statements give a true and fair view of the financial position of KIP REIT as at 30 June
2021 and of the financial performance and cash flows of KIP REIT for the financial year ended 30 June 2021.

In preparing the financial statements, the Board has:


• adopted appropriate accounting policies consistently,
• ensured judgements and estimates are reasonable and prudently made;
• considered all relevant accounting and regulatory standards and all material departures, if any, are disclosed in the
financial statements; and
• confirmed that the financial statements are prepared on a going concern basis.

The Directors are responsible for taking such reasonable steps to ensure that the assets of KIP REIT are safeguarded in the
interest of the unitholders and to detect and prevent fraud and other irregularities.

KIP Real Estate Investment Trust Annual Report 2021 53


FINANCIAL STATEMENTS

MANAGER’S REPORT

The Manager of KIP Real Estate Investment Trust (“KIP REIT” or “Fund”), KIP REIT Management Sdn. Bhd. (“Manager”), is
pleased to submit their report and audited financial statements of KIP REIT and its wholly–owned subsidiary, KIP REIT
Capital Sdn. Bhd. (“Group”) for the financial year ended 30 June 2021.

PRINCIPAL ACTIVITY OF THE MANAGER


The principal activity of the Manager is the management of KIP REIT. There has been no significant change in the nature of
this activity during the financial year.

THE FUND AND ITS INVESTMENT OBJECTIVE


KIP REIT is a Malaysia-domiciled real estate investment trust (“REIT”) established on 2 November 2016 pursuant to the
deed of trust dated 2 November 2016, an amended and restated deed dated 12 December 2019, and a supplementary
deed dated 29 September 2020 (collectively referred to as the (“Deed”) between the Manager and Pacific Trustees Berhad
(“Trustee”), listed on Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 6 February 2017 and regulated
by the Securities Commission Act 1993, the Securities Commission Malaysia’s Guidelines on Real Estate Investment Trusts
(“REIT Guidelines”), the Listing Requirements of Bursa Securities, the Rules of Bursa Malaysia Depository (“Depository”) and
taxation laws and rulings.

The principal investment policy of KIP REIT is to invest, directly and indirectly, in a portfolio of income producing real
estate used for retail purposes, and for industrial or commercial purposes, including, without limiting the generality of the
foregoing, warehousing facilities, logistic facilities and manufacturing sites as well as real estate-related assets. The nature
of KIP REIT’s investment shall be long-term, with a period of at least five years.

DISTRIBUTION OF INCOME
KIP REIT had declared distributions in the financial year as follows:-

• 1.550 sen per unit for the period from 1 July 2020 to 30 September 2020, which was paid on 23 November 2020.

• 1.590 sen per unit for the period from 1 October 2020 to 31 December 2020, which was paid on 19 February 2021.

• 1.600 sen per unit for the period from 1 January 2021 to 31 March 2021, which was paid on 25 May 2021.

• 2.100 sen per unit for the period from 1 April 2021 to 30 June 2021, which is payable on 27 August 2021.

RESERVES AND PROVISIONS


All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.

DIRECTORS
The Directors who have served on the Board of the Manager, since the date of the last report are as follows:-

Dato’ Dr Syed Hussain bin Syed Husman, JP


Dato’ Chew Lak Seong (Deceased on 25 June 2021)
Dato’ Ong Kook Liong
Datuk Mohamed Arsad bin Sehan
Chew Kheng Kai
Ong Pui Shan
Chiam Tau Meng

54 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

MANAGER’S REPORT (CONTINUED)

DIRECTORS’ BENEFITS
During and at the end of the financial year, no arrangement subsisted to which the Manager is a party, with the object or
objects of enabling the Directors of the Manager to acquire benefits by means of the acquisition of units in or debentures of
KIP REIT or any other body corporate, other than as disclosed in Directors’ interest.

For the financial year ended 30 June 2021, no Director has received or become entitled to receive a benefit (other than
certain directors receive remuneration as a result of their employment with the Manager or related corporations).

DIRECTORS’ INTEREST
The following Directors of the Manager who held office at the end of the financial year had, according to the register of unit
holdings in KIP REIT, interests in the units of KIP REIT as follows:-
Number of units
Balance at Disposal Balance at
01.07.2020 Addition /Transferred 30.06.2021
Dato’ Dr Syed Hussain bin Syed Husman, JP
Direct 60,000 - - 60,000
Dato’ Chew Lak Seong (Deceased on 25 June 2021) ^^
Direct 85,100,349 6,980,946 (19,417,781) 72,663,514
Indirect 32,070,508 19,417,781 (6,822,015) 44,666,274
Dato’ Ong Kook Liong
Direct 92,986,283 - (4,500,000) 88,486,283
Indirect 20,500,507 200,000 (6,822,015) 13,878,492
Datuk Mohamed Arsad bin Sehan
Direct 60,000 - - 60,000
Chew Kheng Kai
Direct 100,000 - - 100,000
Ong Pui Shan
Direct 100,000 100,000 - 200,000

^^ The beneficiary of late Dato’ Chew Lak Seong’s units in KIP REIT is Datin Teoh Siew Chin.

Other than as disclosed above, the other Directors who held office at the end of the financial year did not have interests in
the units of KIP REIT.

OTHER INFORMATION ON THE FINANCIAL STATEMENTS


Before the financial statements of the Group and of the Fund were prepared, the Manager took reasonable steps:-

( a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance
had been made for doubtful debts; and

( b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business
including the value of current assets as shown in the accounting records of the Group and of the Fund had been
written down to an amount which the current assets they might be expected so to realise.

At the date of this report, the Manager is not aware of any circumstances:-

( a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the
financial statements of the Group and of the Fund inadequate to any substantial extent;

( b) which would render the values attributed to current assets in the financial statements of the Group and of the Fund
misleading; or

( c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
of the Fund misleading or inappropriate.

KIP Real Estate Investment Trust Annual Report 2021 55


FINANCIAL STATEMENTS

MANAGER’S REPORT (CONTINUED)

OTHER INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED)

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve (12)
months after the end of the financial year which, in the opinion of the Manager, will or may affect the ability of the Group or
of the Fund to meet its obligations when they fall due.

At the date of this report, there does not exist:-

( a) any charge on the assets of the Group or of the Fund which has arisen since the end of the financial year which secures
the liability of any other person; or

( b) any contingent liability of the Group or of the Fund which has arisen since the end of the financial year.

At the date of this report, the Manager is not aware of any circumstances not otherwise dealt with in this report or the
financial statements which would render any amount stated in the financial statements misleading.

In the opinion of the Manager:-

( a) the results of the Group’s and of the Fund’s operations during the financial year were not substantially affected by any
item, transaction or event of a material and unusual nature; and

( b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of
the Fund for the financial year in which this report is made.

MATERIAL LITIGATION

The Manager is not aware of any material litigation as at the date of statement of financial position and up to the date of this
report.

SOFT COMMISSION

There was no soft commission received by the Manager and/or its delegates during the financial year.

CIRCUMSTANCES THAT MATERIALLY AFFECT THE INTERESTS OF UNITHOLDERS

There are no circumstances which materially affect the interests of the unitholders.

AUDITORS

The auditors, PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146), have expressed their willingness to continue in
office.

Signed on behalf of the Board of the Manager in accordance with a resolution of the Directors of the Manager dated 12
August 2021.

DATO’ ONG KOOK LIONG CHEW KHENG KAI


EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR

56 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

STATEMENT BY THE MANAGER

In the opinion of the Directors of the Manager, the financial statements are drawn up in accordance with the provisions of the
Deed, the REIT Guidelines, applicable securities laws, Malaysian Financial Reporting Standards and International Financial
Reporting Standards so as to give a true and fair view of the financial position of the Group and of the Fund as at 30 June
2021 and of their financial performance and cash flows for the financial year ended 30 June 2021.

Signed on behalf of the Board of the Manager in accordance with a resolution of the Directors of the Manager dated 12
August 2021.

DATO’ ONG KOOK LIONG CHEW KHENG KAI


EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR

STATUTORY DECLARATION
I, Hii Wei Bing, the Chief Financial Officer of the Manager primarily responsible for the financial management of KIP REIT,
do solemnly and sincerely declare that the financial statements are, to the best of my knowledge and belief, correct and I
make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory
Declarations Act, 1960.

HII WEI BING


(MIA No.: 19681)

Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory on 12 August 2021.

Before me:

COMMISSIONER FOR OATHS

KIP Real Estate Investment Trust Annual Report 2021 57


FINANCIAL STATEMENTS

TRUSTEE’S REPORT
TO THE UNITHOLDERS OF KIP REIT
(ESTABLISHED IN MALAYSIA)

We have acted as Trustee of KIP REIT for the financial year ended 30 June 2021. In our opinion and to the best of our
knowledge, the Manager has managed KIP REIT in accordance with the limitations imposed on the investment powers of
the Manager and the Trustee under the Deed, the Securities Commission Malaysia’s Guidelines on Real Estate Investment
Trusts, the Capital Markets and Services Act 2007, applicable securities laws and other applicable laws during the financial
year then ended.

We have ensured the procedures and processes employed by the Manager to value and price the units of KIP REIT are
adequate and that such valuation/pricing is carried out in accordance with the Deed and other regulatory requirements.

We also confirm the income distributions declared during the financial year ended 30 June 2021 are in line with and are
reflective of the objectives of KIP REIT. Income distributions have been declared for the financial year ended 30 June 2021
as follows:

• 1.550 sen per unit for the period from 1 July 2020 to 30 September 2020, which was paid on 23 November 2020.

• 1.590 sen per unit for the period from 1 October 2020 to 31 December 2020, which was paid on 19 February 2021.

• 1.600 sen per unit for the period from 1 January 2021 to 31 March 2021, which was paid on 25 May 2021.

• 2.100 sen per unit for the period from 1 April 2021 to 30 June 2021, which is payable on 27 August 2021.

For and on behalf of the Trustee,


PACIFIC TRUSTEES BERHAD

GEORGE CHEAH KEN-LEE


Director

Kuala Lumpur,
Date: 12 August 2021

58 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

INDEPENDENT AUDITORS’ REPORT


TO THE UNITHOLDERS OF KIP REAL ESTATE INVESTMENT TRUST
(ESTABLISHED IN MALAYSIA)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Our opinion
In our opinion, the financial statements of KIP Real Estate Investment Trust (“KIP REIT” or “Fund”) and its subsidiary (“the
Group”) give a true and fair view of the financial position of the Group and KIP REIT as at 30 June 2021, and of their financial
performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting
Standards and International Financial Reporting Standards.

What we have audited


We have audited the financial statements of the Group and KIP REIT, which comprise the statements of financial position
as at 30 June 2021 of the Group and KIP REIT, and the statements of comprehensive income, statements of changes in
net asset value and statements of cash flows of the Group and KIP REIT for the financial year then ended, and notes to the
financial statements, including a summary of significant accounting policies, as set out on pages 63 to 115.

Basis for opinion


We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the
financial statements” section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and other ethical responsibilities


We are independent of the Group and KIP REIT in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”),
and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

Our audit approach


As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements of the Group and KIP REIT. In particular, we considered where the Directors of the Manager made subjective
judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of
internal controls, including among other matters, consideration of whether there was evidence of bias that represented a
risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial
statements as a whole, taking into account the structure of the Group and KIP REIT, the accounting processes and controls,
and the industry in which the Group and KIP REIT operate.

KIP Real Estate Investment Trust Annual Report 2021 59


FINANCIAL STATEMENTS

INDEPENDENT AUDITORS’ REPORT


TO THE UNITHOLDERS OF KIP REAL ESTATE INVESTMENT TRUST (CONTINUED)
(ESTABLISHED IN MALAYSIA)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and KIP REIT for the current financial year. These matters were addressed in the context of our audit
of the financial statements of the Group and KIP REIT as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters
Fair value of investment properties We evaluated the competence, qualification and experience
as well as the independence of the external valuer engaged
As at 30 June 2021, KIP REIT’s investment properties, carried by the management.
at fair value, amounted to RM808 million.
We discussed with the external valuer independently
The fair valuation of KIP REIT’s investment properties without the presence of the management regarding the
is based on valuation performed by an external valuer, methodology and assumptions used in the valuation.
engaged by management.
We agreed, on a sample basis, the rental income and
We focused on this area due to the magnitude of the rental periods used in the valuation to underlying lease
balance and the complexities in determining the fair value agreements, to satisfy ourselves of the accuracy of the data
of the investment properties, which involved significant provided to the external valuer by management.
judgement and estimation that could result in material
misstatement. We tested the significant inputs underpinning the valuation,
such as term and reversionary rental, other income,
Refer to Note 3(b) (Summary of Significant Accounting Policies), outgoings and allowance for void, by agreeing them to the
Note 4 (Critical Accounting Estimates and Judgements) and underlying lease data or comparing to historical trends.
Note 6 (Investment Properties).
We also considered the valuation methodology used
against those applied by other valuers for similar property
types. We compared the capitalisation rates used in
the valuation against available industry data, taking into
consideration comparability and market factors.

We reviewed and assessed the adequacy of the disclosures,


including the sensitivity analysis on the relationship
between the key assumptions used and the fair valuation of
the investment properties in the financial statements.

Based on the above procedures performed, we did not


identify any material exceptions.

60 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

INDEPENDENT AUDITORS’ REPORT


TO THE UNITHOLDERS OF KIP REAL ESTATE INVESTMENT TRUST (CONTINUED)
(ESTABLISHED IN MALAYSIA)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Information other than the financial statements and auditors’ report thereon
The Directors of the Manager are responsible for the other information. The other information comprises the Corporate
Overview, Year in Review, Board of Directors and Management Team, Corporate Governance and Sustainability Statement,
the Manager’s Report and the Trustee’s Report, but does not include the financial statements of the Group and KIP REIT and
our auditors’ report thereon.

Our opinion on the financial statements of the Group and KIP REIT does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and KIP REIT, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements
of the Group and KIP REIT or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors of the Manager for the financial statements


The Directors of the Manager are responsible for the preparation of the financial statements of the Group and KIP REIT
that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards. The Directors of the Manager are also responsible for such internal control as the Directors determine is necessary
to enable the preparation of financial statements of the Group and KIP REIT that are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements of the Group and KIP REIT, the Directors of the Manager are responsible for assessing
the Group’s and KIP REIT’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors of the Manager either intend to liquidate the Group or
KIP REIT or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements


Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and KIP REIT as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
( a) Identify and assess the risks of material misstatement of the financial statements of the Group and KIP REIT, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
( b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and KIP
REIT’s internal control.

( c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.

KIP Real Estate Investment Trust Annual Report 2021 61


FINANCIAL STATEMENTS

INDEPENDENT AUDITORS’ REPORT


TO THE UNITHOLDERS OF KIP REAL ESTATE INVESTMENT TRUST (CONTINUED)
(ESTABLISHED IN MALAYSIA)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Auditors’ responsibilities for the audit of the financial statements (continued)


( d) Conclude on the appropriateness of the Directors of the Managers’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s or KIP REIT’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial
statements of the Group and KIP REIT or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions
may cause the Group or KIP REIT to cease to continue as a going concern.

( e) Evaluate the overall presentation, structure and content of the financial statements of the Group and KIP REIT, including
the disclosures, and whether the financial statements of the Group and KIP REIT represent the underlying transactions
and events in a manner that achieves fair presentation.

( f ) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors of the Manager regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors of the Manager with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors of the Manager, we determine those matters that were of most
significance in the audit of the financial statements of the Group and KIP REIT for the current financial year and are therefore
the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

OTHER MATTERS
This report is made solely to the unitholders of KIP REIT as a body and for no other purpose. We do not assume responsibility
to any other person for the content of this report.

PRICEWATERHOUSECOOPERS PLT NG YEE LING


LLP0014401-LCA & AF 1146 03032/01/2023 J
Chartered Accountants Chartered Accountant

Kuala Lumpur
12 August 2021

62 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL POSITION


AS AT 30 JUNE 2021
Group Fund
Note 2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Non-current assets
Equipment 5 2,574 1,585 2,574 1,585
Investment Properties 6 808,000 807,000 808,000 807,000
Investment in Subsidiary 7 - - -* -*
Total non-current assets 810,574 808,585 810,574 808,585

Current assets
Trade and other receivables 8 6,327 7,257 6,327 7,257
Cash and bank balances 9 29,320 25,976 21,805 18,597
Total current assets 35,647 33,233 28,132 25,854

Total assets 846,221 841,818 838,706 834,439

Financed by:
Unitholders’ fund
Unitholders’ capital 10 492,333 492,333 492,333 492,333
Retained earnings 21,045 17,506 21,045 17,506
Total unitholders’ fund 513,378 509,839 513,378 509,839

Non-current liabiliites
Borrowings 11 309,073 308,817 - -
Payables and accruals 12 10,960 5,108 316,153 310,156
TotaL non-current liabilities 320,033 313,925 316,153 310,156

Current liabilities
Borrowings 11 3,635 3,610 - -
Payables and accruals 12 9,175 14,444 9,175 14,444
Total current liabilities 12,810 18,054 9,175 14,444

Total liabilities 332,843 331,979 325,328 324,600

Total unitholders’ fund and liabilities 846,221 841,818 838,706 834,439

Net asset value (“NAV”)


- before income distribution 545,060 541,016 545,060 541,016
- after income distribution 513,378 509,839 513,378 509,839

Number of units in circulation (‘000 units) 10 505,300 505,300 505,300 505,300

NAV per unit (RM)


- before income distribution 1.0787 1.0707 1.0787 1.0707
- after income distribution 1.0160 1.0090 1.0160 1.0090

* Denotes RM2 share capital in KIP REIT Capital Sdn. Bhd.

The accompanying notes form an integral part of the financial statements.

KIP Real Estate Investment Trust Annual Report 2021 63


FINANCIAL STATEMENTS

STATEMENTSOFCOMPREHENSIVEINCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
Group and
Fund
Note 2021 2020
RM’000 RM’000
Gross rental income 64,984 65,955
Revenue from contracts with customers 9,265 8,585
Gross revenue 13 74,249 74,540

Utilities expenses (6,792) (7,642)


Maintenance and housekeeping expenses (2,493) (2,368)
Marketing expenses (232) (217)
Quit rent and assessment (1,892) (1,836)
Reimbursement costs 14 (3,662) (4,139)
Property manager fee (156) (151)
Other operating expenses (2,360) (2,169)
Property operating expenses (17,587) (18,522)

Net property income 56,662 56,018

Changes in fair value on investment properties 6 (847) 32


Interest income 417 567
Net investment income 56,232 56,617

Manager’s management fee 15 (5,541) (7,407)


Trustees’ fee (179) (353)
Auditors’ remuneration (108) (105)
Valuers’ fee (190) (200)
Other trust expenses (1,699) (2,552)
Borrowing costs 16 (13,294) (14,117)
Profit before taxation 35,221 31,883
Taxation 17 - -
Profit after taxation 35,221 31,883
Other comprehensive income, net of tax - -
Total comprehensive income attributable to unitholders 35,221 31,883
Profit after taxation is made up as follows:
Realised 36,068 31,851
Unrealised (847) 32
35,221 31,883

Basic earnings per unit (sen) 18 6.9703 6.3097


Diluted earnings per unit (sen) 18 6.9703 6.3097

Total comprehensive income 35,221 31,883


Distribution adjustment 19 3,033 (728)
Distributable income 38,254 31,155

Distribution per unit (sen) 19 6.8400 6.1800


The accompanying notes form an integral part of the financial statements.

64 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

STATEMENTSOFCHANGESINNETASSETVALUE
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
Unitholders’ Retained Total
capital earnings fund
Note RM’000 RM’000 RM’000
Group and Fund

As at 1 July 2020 492,333 17,506 509,839

Profit of the year - 35,221 35,221


Total comprehensive income for the year
attributable to unitholders - 35,221 35,221

Unitholders’ transactions
Distribution to unitholders 19 - (31,682) (31,682)

Decrease in net assets resulting from


unitholders’ transactions - (31,682) (31,682)
As at 30 June 2021 492,333 21,045 513,378

Group and Fund

As at 1 July 2019 492,333 16,800 509,133

Profit of the year - 31,883 31,883


Total comprehensive income for the year
attributable to unitholders - 31,883 31,883

Unitholders’ transactions
Distribution to unitholders 19 - (31,177) (31,177)

Decrease in net assets resulting from


unitholders’ transactions - (31,177) (31,177)
As at 30 June 2020 492,333 17,506 509,839

The accompanying notes form an integral part of the financial statements.

KIP Real Estate Investment Trust Annual Report 2021 65


FINANCIAL STATEMENTS

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
Group Fund
Note 2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Cash flows from operating activities
Profit before taxation 35,221 31,883 35,221 31,883
Adjustments for:
Changes in fair value on investment properties 847 (32) 847 (32)
Interest expense on borrowings 13,038 13,395 100 543
Interest expense on adcvances from a subsidiary - - 12,938 12,852
Interest income (417) (567) (417) (567)
Depreciation of equipment 552 306 552 306
Amortisation of transaction costs 256 722 256 722
Bad debts written off 2 20 2 20
Written off of equipments 2 - 2 -
Allowance for doubtful debts (1) 104 (1) 104
Operating income before changes in working
capital 49,500 45,831 49,500 45,831
Net change in trade and other receivables 941 (1,325) 941 (1,325)
Net change in payables and accruals 575 (956) 575 (956)
Net cash generated from operating activities 51,016 43,550 51,016 43,550

Cash flows from investing activities


Purchase of equipment (1,543) (701) (1,543) (701)
Asset enhancement on investment properties (1,847) (855) (1,847) (855)
Pledge deposit (160) (7,708) (23) (349)
Interest received 405 564 405 564
Acquisition of investment property 26 - (196,413) - (196,413)
Net cash used in investing activities (3,145) (205,113) (3,008) (197,754)

Cash flows from financing activities


Interest paid on borrowings (13,005) (10,256) (92) (1,270)
Payment for transaction cost - (1,674) - -
Income distribution paid to unitholders (31,682) (31,177) (31,682) (31,177)
Interest paid on advances from a subsidiary - - (12,912) (8,987)
(Repayment) / Advances from a subsidiary - - (137) 300,948
Proceeds from drawdown of borrowings - 310,000 - -
Repayment of borrowings - (99,929) - (99,929)
Net cash (used in)/generated from financing activities (44,687) 166,964 (44,823) 159,585
Net increase in cash and cash equivalents 3,184 5,401 3,185 5,381
Cash and cash equivalents at beginning of the year 16,980 11,579 16,960 11,579
Cash and cash equivalents at end of the year 9 20,164 16,980 20,145 16,960

Details of reconciliation of liabilities arising from financing activities is disclosed in Note 9.

The accompanying notes form an integral part of the financial statements.

66 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS

1 GENERAL

KIP REIT is a Malaysia-domiciled real estate investment trust (“REIT”) established on 2 November 2016 pursuant to the
deed of trust dated 2 November 2016, an amended and restated deed dated 12 December 2019, and a supplementary
deed dated 29 September 2020 (collectively referred to as the (“Deed”) between the Manager and Pacific Trustees
Berhad (“Trustee”), listed on Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 6 February 2017
and regulated by the Securities Commission Act 1993, the Securities Commission Malaysia’s Guidelines on Real
Estate Investment Trusts (“REIT Guidelines”), the Listing Requirements of Bursa Securities, the Rules of Bursa Malaysia
Depository (“Depository”) and taxation laws and rulings. The addresses of the Manager’s registered office and principal
place of business are as follows:-

Registered office Principal place of business


Unit 27.2, Menara 1MK Unit B-6, Blok B, Tingkat 6, Menara KIP
Kompleks 1 Mont Kiara No. 1, Jalan Seri Utara 1
No. 1 Jalan Kiara, Mont Kiara Sri Utara Off Jalan Ipoh
50480 Kuala Lumpur, Malaysia 68100 Kuala Lumpur, Malaysia

The principal investment policy of KIP REIT is to invest, directly and indirectly, in a portfolio of income producing real
estate used for retail purposes, and for industrial or commercial purposes, including, without limiting the generality of
the foregoing, warehousing facilities, logistic facilities and manufacturing sites as well as real estate-related assets. The
nature of KIP REIT’s investment shall be long-term, with a period of at least five years.

The financial statements as at and for the financial year ended 30 June 2021 comprise KIP REIT and its wholly-owned
special purpose company, KIP REIT Capital Sdn. Bhd., a company incorporated in Malaysia, of which the principal activity
is to raise financing for and on behalf of KIP REIT.

The Manager’s key objective is to provide unitholders with regular and stable distributions, sustainable long term Unit
price and distributable income and capital growth, while maintaining an appropriate capital structure.

The financial statements were approved by the Board of Directors of the Manager on 12 August 2021.

KIP REIT entered into several service agreements in relation to the management of KIP REIT and its property operations.
The fee structures are as follows:-

(a) Property management fees


The property manager of KIP REIT is Azmi & Co. (Shah Alam) Sdn. Bhd. up to 14 April 2021 and Henry Butcher
(Mont Kiara) Sdn. Bhd. with effect from 15 April 2021 onwards.

The property manager is entitled to property management fee as follows:

Property manager Amount (RM) Period


Azmi & Co. (Shah Alam) RM13,500 per month (including 1 July 2020 to 14 April
Sdn. Bhd. sales and service tax) 2021
Henry Butcher (Mont Kiara) RM10,000 per month (excluding 15 April 2021 to 30 June
Sdn. Bhd. sales and service tax). 2021

In addition, the property manager is also entitled to full disbursement of costs and expenses properly incurred in the
operation, maintenance, management and marketing of the properties held by KIP REIT (“Permitted Expenses”) as well
as fees and reimbursements for Permitted Expenses payable to its service providers.

KIP Real Estate Investment Trust Annual Report 2021 67


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
1 GENERAL (CONTINUED)

(b) Manager’s management fees

Pursuant to the Deed, the Manager is entitled to receive the following fees from KIP REIT, in the forms of cash,
new Units or a combination thereof at the election of the Management Company in its sole discretion:-

(i) a base fee (“Base Fee”) of up to 1.0% per annum of the Total Asset Value of KIP REIT (excluding cash and
bank balances which are held in non-interest bearing accounts).

(ii) a performance fee (“Performance Fee”) of up to 5.0% per annum of the Net Property Income of KIP REIT.

(iii) Acquisition Fee

1.0% of each of the following as is applicable (subject to there being no double-counting):

(a) in relation to an acquisition (whether directly or indirectly through the Trustee or one or more SPV of KIP
REIT) of any Real Estate or Real Estate-Related Assets, the transaction value (being the total purchase
price) of any Real Estate or any Real Estate-Related Assets purchased by KIP REIT or its SPV (pro-rated,
if applicable, to the proportion of KIP REIT’s interest); or

(b) in relation to an acquisition (whether directly or indirectly through one or more SPV of KIP REIT) of any
SPV or holding entities which holds Real Estate, the underlying value of any Real Estate (pro-rated, if
applicable, to the proportion of KIP REIT’s interest).

Any payment to third party agents or brokers in connection with the acquisition of any Real Estate and Real
Estate-Related Assets for KIP REIT shall not be paid by the Manager out of the acquisition fee received or to be
received by the Manager (but shall be borne by KIP REIT).

For the avoidance of doubt, no Acquisition Fee is payable with respect to the acquisition of the Subject Properties
in connection with the Listing of KIP REIT but acquisition fee is payable with respect to all other transactions
(which includes related party and non-related party transactions), including acquisitions from the sponsor.

(iv) Divestment Fee

0.5% of each of the following as is applicable (subject to there being no double-counting):

(a) in relation to a disposal (whether directly or indirectly through the Trustee or one or more SPV of KIP
REIT) of any Real Estate or Real Estate-Related Assets, the transaction value (being the total sale
price) of any Real Estate or Real Estate-Related Assets disposed of by KIP REIT or its SPV (pro-rated, if
applicable, to the proportion of KIP REIT’s interest); or

(b) in relation to a disposal (whether directly or indirectly through one or more SPV of KIP REIT) of any
SPV or holding entities which holds Real Estate, the underlying value of any Real Estate (pro-rated, if
applicable, to the proportion of KIP REIT’s interest).

68 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
1 GENERAL (CONTINUED)

(b) Manager’s management fees (continued)


(iv) Divestment Fee (continued)

Any payment to third party agents or brokers in connection with the sale or divestment of any Real Estate
and Real Estate-Related Assets for KIP REIT shall not be paid by the Manager out of the divestment fee
received or to be received by the Manager (but shall be borne by KIP REIT).

The Divestment Fee is payable with respect to all transactions (which includes related party and non-
related party transactions), including divestments to the Promoters, as well as for compulsory acquisitions.

The payment of the Management Company’s management fee in the form of new Units will be in
accordance with the following formula:

New units to be issued as payment of Management Company’s management fee


the Management Company’s = payable in Units
management fee Market Price

For this purpose, “Market Price” means the volume weighted average market price of Units for the last 5
Market Days preceding the following events:

(i) in respect of the Base Fee and Performance Fee, the announcement of the relevant quarterly reports;
or
(ii) in respect of the Acquisition Fee and Divestment Fee, the completion of the relevant acquisition/
divestment,

(each a “Trigger Event”).

With reference to any Book Closing Date, where the Trigger Event is before but the issuance of the new
Units relating to such Trigger Event is after the said Books Closing Date, the Market Price will be further
adjusted for the entitlement relating to such Books Closing Date.

The Management Company will make immediate announcements to Bursa Securities disclosing the
number of new Units issued and the Issue Price when new Units are issued as payment for Management
Fee. Payment of the Management fees in Units shall be subject to KIP REIT complying with the public
spread requirements stated in the Listing Requirements and there being no adverse implications under the
Malaysian Code on Take-Overs and Mergers 2010.

(c) Trustee’s fees


The Trustee fee payable is RM100,000 per annum payable upon the execution of the Deed for the first three
years up to November 2019 and thereafter at such rate to be mutually agreed between the Manager and the
Trustee. In any case, the annual trustee’s fee in aggregate shall be up to the maximum rate of 0.05% per annum
of the NAV of KIP REIT.

The trustee of KIP REIT Capital Sdn. Bhd., Malaysian Trustees Berhad, is entitled to receive a predetermined
annual fixed fee.

KIP Real Estate Investment Trust Annual Report 2021 69


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
2 BASIS OF PREPARATION

(a) Statement of compliance

The financial statements of the Group and the Fund have been prepared in accordance with the provisions of the
Deed, REIT Guidelines, Malaysian Financial Reporting Standards (“MFRS”) and International Financial Reporting
Standards. These financial statements also comply with the applicable disclosure provisions of the Listing
Requirements of Bursa Securities.

The financial statements have been prepared under the historical cost convention except as disclosed in the
summary of significant accounting policies.

The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reported period. It also requires Directors of the Manager to exercise their judgment in the process
of applying KIP REIT’s accounting policies. Although these estimates and judgment are based on the Directors
of the Manager’s best knowledge of current events and actions, actual results could differ. The areas involving
a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the
financial statements are disclosed in Note 4.

(b) Standards that are effective and applicable

The Group and the Fund have applied the following standards and amendments for the first time for the financial
year beginning on 1 July 2020:

(i) Financial year beginning on/after 1 July 2020

• The Conceptual Framework for Financial Reporting (Revised 2018);


• Amendments to MFRS 3, Business Combinations – Definition of a Business;
• Amendments to MFRS 101, Presentation of Financial Statements and MFRS 108, Accounting Policies,
Changes in Accounting Estimates and Errors – Definition of Material; and
• Amendments to MFRS 9, Financial Instruments, MFRS 139, Financial Instruments: Recognition and
Measurement and MFRS 7, Financial Instruments: Disclosures – Interest Rate Benchmark Reform.

The adoption of new standards and amendments listed above did not have any material impact on the financial
statements in the current financial year or any prior period and is not likely to affect future periods.

70 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
2 BASIS OF PREPARATION (CONTINUED)

(b) Standards issued but not yet effective

The Group and the Fund intend to apply the following accounting standards, interpretation and amendments
from the annual period beginning on 1 July 2021 except Amendments to MFRS 141, Agriculture (Annual
Improvements to MFRS Standards 2018−2020), MFRS 4, Insurance Contracts, MFRS 17, Insurance Contracts and
MFRS 128, Investments in Associates and Joint Ventures – Sales or Contribution of Asset between an Investor
and its Associate or Joint Ventures as it is not applicable to the Group and the Fund:

(i) MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2021

• Amendments to MFRS 9, Financial instruments, MFRS 139, Financial instruments: Recognition,


Measurement and MFRS 7, Financial instruments: Disclosures and MFRS 16, Leases - Interest Rate
Benchmark Reform – Phase 2;
• Amendments to MFRS 16, Leases - COVID-19-Related Rent Concessions beyond 30 June 2021;
• Amendments to MFRS 116, Property, Plant and Equipment - Proceeds before Intended Use;
• Amendments to MFRS 3, Business Combinations - Reference to the Conceptual Framework;
• Amendments to MFRS 1, First-time Adoption of Malaysia Financial Reporting Standards (Annual
Improvements to MFRS Standards 2018 - 2020);
• Amendments to MFRS 9, Financial instruments (Annual Improvements to MFRS Standards 2018 -
2020);
• Amendments to Illustrative Examples accompanying MFRS 16, Leases (Annual Improvements to
MFRS Standards 2018 - 2020);
• Amendments to MFRS 137, Provisions, Contingent Liabilities and Contingent Assets - Onerous
Contracts - Cost of Fulfilling a Contract;
• Amendments to MFRS 101, Presentation of Financial Statements - Classification of Liabilities as
Current or Non-current.

The initial application of the above standards, amendments and interpretation are not expected to have any
material financial impacts on the Group’s and the Fund’s financial statements.

KIP Real Estate Investment Trust Annual Report 2021 71


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to the period presented in these financial
statements by KIP REIT.

(a) Consolidation

(i) Business combination under common control

KIP REIT applies predecessor accounting to account for business combinations under common control i.e.
combination involving entities or businesses under common control. Under the predecessor accounting,
assets and liabilities acquired are not restated to their respective fair values but at the carrying amounts
from the consolidated financial statements of the holding company. The difference between any
consideration given and the aggregate carrying amounts of the assets and liabilities (at the date of the
transaction) of the acquired business is recorded as an adjustment to retained earnings. No additional
goodwill is recognised. Acquisition-related costs are expensed as incurred. The acquired business’ results
and the related statement of financial position items are recognised prospectively from the date on which
the business combination between entities under common control occurred.

(ii) Subsidiary

Subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the relevant activities of the entity. Subsidiary is fully consolidated
from the date on which control is transferred to the Group. It is deconsolidated from the date that control
ceases.

The Group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement and fair value of any pre-existing equity interest in the subsidiary. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair values at the acquisition date.

The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis,
either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of
acquiree’s identifiable net assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the
identifiable net assets acquired is recognised as goodwill. If the total of consideration transferred, non-
controlling interest recognised and previously held interest measured is less than the fair value of the net
assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in
statement of comprehensive income.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the carrying value of the acquirer’s previously held equity
interest in the acquiree is re-measured to fair value at the acquisition date and any gains or losses arising
from such re-measurement are recognised in the statement of comprehensive income.

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(a) Consolidation (continued)

(ii) Subsidiary (continued)

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset
or liability is recognised in accordance with MFRS 9 in the statement of comprehensive income. Contingent
consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted
for within equity.

Inter-company transactions, balances and unrealised gains on transactions between Group and company
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the transferred asset.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.

(iii) Investment in Subsidiary

In the Fund’s separate financial statements, investment in subsidiary is carried at cost less accumulated
impairment losses. On disposal of investment in subsidiary, the difference between disposal proceeds and
the carrying amounts of the investment is recognised in statement of comprehensive income.

The amount due from subsidiary of which the Fund does not expect repayment in the foreseeable future
are considered as part of the Fund’s investment in the subsidiary.

(b) Investment properties

Investment properties are held for long term rental yields or for capital appreciation or both, and are not
substantially occupied by the Group and the Fund.

Investment properties are measured initially at cost, including related transaction costs and borrowing costs if
the investment property meets the definition of a qualifying asset.

After initial recognition, investment properties are carried at fair value. Fair value is based on valuation using
an income method, where cash flows projections are capitalised using a capitalisation rate, which takes into
account the unexpired period, yield and sinking fund, where applicable. Valuations are performed as of the
financial position date by professional valuers who hold recognised and relevant professional qualifications and
have recent experience in the location and category of the investment property being valued.

The fair value of the investment property reflects the market conditions at the reporting date. It reflects, among
others, rental income from current leases and reasonable and supportable assumptions that represent what
market participants would assume about rental income from future leases in the light of current conditions. It
also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. Some of
those outflows are reflected in liability whereas others relate to outflows that are not recognised in the financial
statements until a later date.

Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Group and the Fund, and the cost of the item
can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an
investment property is replaced, the carrying amount of the replaced part is derecognised.

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(b) Investment properties (continued)

Changes in fair values are recognised in statement of comprehensive income for the period in which it arises.

Investment properties are derecognised when they have been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal. Where the
Group disposes of a property at fair value in an arm’s length transaction, the carrying value immediately prior
to the sale is adjusted to the transaction price, and the adjustment is recorded within net gain from fair value
adjustment on investment property.

(c) Equipment

Equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost also
includes borrowing costs that are directly attributable to the acquisition of a qualifying asset.

Cost of equipment includes purchase price and any direct attributable costs. Cost includes the cost of replacing
part of an existing equipment at the time that cost is incurred if the recognition criteria are met and excludes the
costs of day-to-day servicing of the equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other
repairs and maintenance are charged to the statement of comprehensive income during the period in which
they are incurred.

Depreciation on capital work-in-progress commences when the assets are ready for their intended use.
Equipment are depreciated on a straight line basis to write-off the cost of the assets to their expected residual
values over their estimated useful lives, summarised as follows:-

Equipment and appliance 20%


Furniture and fittings 10%
Signage 30%
Office equipment 20%
Renovation 20%
Work-In-Progress nil

Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each reporting date. The
assessment of expected residual values and estimated useful lives of assets is carried out on an annual basis.

At each reporting date, the Group assesses whether there is any indication of impairment. If such indications
exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write-
down is made if the carrying amount exceeds the recoverable amount. Please refer to accounting policy on
impairment of non-financial assets (Note 3(e)).

Gains and losses on disposals are determined by comparing net disposal proceeds with carrying amount and
are included in net property income in the statement of comprehensive income.

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(d) Financial assets

(i) Classification

The Group and the Fund have applied MFRS 9 and classify the financial assets at amortised cost. The
classification depends on the Group and the Fund business model for managing the financial assets and
the contractual terms of the cash flows.

(ii) Recognition and derecognition

Financial assets are recognised on trade date, the date which the Group and the Fund commit to purchase
or sell the assets. Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or have been transferred and the Group and the Fund have transferred substantially all
the risks and rewards of ownership.

(iii) Measurement

At initial recognition, the Group and the Fund measure a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (‘FVTPL’), transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed
in the statement of comprehensive income.

Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest (‘SPPI’).

Debt instrument

Subsequent measurement of debt instruments depends on the Group’s and the Fund’s business model for
managing the asset and the cash flow characteristics of the asset. The Group and the Fund reclassify debt
investments when and only when its business model for managing those assets changes.

The Group and the Fund classify its debt instrument into financial assets at amortised cost.

Assets that are held for collection of contractual cash flows where those cash flows represent SPPI are
measured at amortised cost. The carrying amount of these asset is adjusted for any expected credit losses
that are recognised in the statement of comprehensive income. Interest income from these financial assets
is recognised in the statement of comprehensive income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in the statement of comprehensive income. The
Group and the Fund classify trade and other receivables (Note 8) and cash and cash equivalents (Note 9)
as financial assets at amortised cost.

(iv) Subsequent measurement - Impairment

The Group and the Fund assess on a forward looking basis the expected credit loss (‘ECL’) associated with
its debt instruments carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.

While cash and cash equivalents are also subject to the impairment requirements of MFRS 9, the identified
impairment loss was immaterial.

ECL represent a probability-weighted estimate of the difference between present value of cash flows
according to contract and present value of cash flows the Group and the Fund expect to receive, over the
remaining life of the financial instrument.

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3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(d) Financial assets (continued)

(iv) Subsequent measurement - Impairment (continued)

Simplified approach for trade receivables

The Group and the Fund apply the MFRS 9 simplified approach to measure ECL which uses a lifetime ECL
for all trade receivables and contract assets. Note 23.1(b) sets out the measurement details of ECL.

General 3-stage approach for other receivables and non-trade intercompany balances

At each reporting date, the Group and the Fund measure ECL through loss allowance at an amount equal
to 12 month ECL if credit risk on a financial instrument or a group of financial instruments has not increased
significantly since initial recognition. For all other financial instruments, a loss allowance at an amount equal
to lifetime ECL is required. Note 23.1(b) sets out the measurement details of ECL.

Significant increase in credit risk

The Group and the Fund consider the probability of default upon initial recognition of asset and whether
there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
To assess whether there is a significant increase in credit risk, the Group and the Fund compare the risk
of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial
recognition. It considers available reasonable and supportable forward-looking information.

The following indicators are incorporated:


a. internal credit rating
b. external credit rating (as far as available)
c. actual or expected significant adverse changes in business, financial or economic conditions that are
expected to cause a significant change to the debtor’s ability to meet its obligations
d. actual or expected significant changes in the operating results of the debtor
e. significant increases in credit risk on other financial instruments of the same debtor
f. significant changes in the value of the collateral supporting the obligation or in the quality of third-
party guarantees or credit enhancement
g. significant changes in the expected performance and behaviour of the debtor, including changes in
the payment status of debtor in the group and changes in the operating results of the debtor.

Definition of default and credit-impaired financial assets

The Group and the Fund define a financial instrument as default, which is fully aligned with the definition of
credit-impaired, when it meets one or more of the following criteria:

Quantitative criteria:
The Group and the Fund define a financial instrument as default, when the counterparty fails to make
contractual payment within 90 days of when they fall due.

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(d) Financial assets (continued)

(iv) Subsequent measurement - Impairment (continued)

Definition of default and credit-impaired financial assets (continued)

Qualitative criteria:
The debtor meets unlikeliness to pay criteria, which indicates the debtor is in significant financial difficulty.
The Group and the Fund consider the following instances:
a. the debtor is in breach of financial covenants
b. concessions have been made by the lender relating to the debtor’s financial difficulty
c. it is becoming probable that the debtor will enter bankruptcy or other financial reorganisation
d. the debtor is insolvent

Financial instruments that are credit-impaired are assessed on individual basis.

Write-off

I. Trade receivables

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there
is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a
repayment plan with the Group and the Fund, and/or legal action is taken against the debtor.

Impairment losses on trade receivables are presented as net impairment losses within net property income.
Subsequent recoveries of amounts previously written off are credited against the same line item.

II. Other receivables

The Group and the Fund write off financial assets, in whole or in part, when it has exhausted all practical
recovery efforts and has concluded there is no reasonable expectation of recovery. The assessment of no
reasonable expectation of recovery is based on unavailability of debtor’s sources of income or assets to
generate sufficient future cash flows to repay the amount. The Group and the Fund may write-off financial
assets that are still subject to enforcement activity. Subsequent recoveries of amounts previously written
off will result in impairment gains.

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(e) Impairment of non-financial assets

Equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount
of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less
costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows (cash-generating units).

The impairment loss is charged to the statement of comprehensive income during the period in which they are
incurred and any subsequent increase in recoverable amount is recognised in the statement of comprehensive
income during the period in which they are incurred.

(f) Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash in hand, deposits held
at call with licensed financial institutions, other short term and highly liquid investments with original maturities
of three (3) months or less, that are readily convertible to known amounts of cash and which are subject to
insignificant risk of changes in value. Bank overdrafts, if any, are included in within borrowings in current liabilities
in the statement of financial position.

(g) Trade and other receivables

Trade receivables are amounts due from customers for services performed in the ordinary course of business.
Other receivables generally arise from transactions outside the usual operating activities of the Group and the
Fund. If collection is expected in one year or less (or in the normal operating cycle of the business, if longer), they
are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they
contain significant financing components, where they are recognised at fair value plus transaction costs. Other
receivables are recognised initially at fair value plus transaction costs. Transaction costs include transfer taxes
and duties.

After recognition, trade and other receivables are subsequently measured at amortised cost using the effective
interest method, less impairment allowance.

(h) Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers or vendors. Trade payables are classified as current liabilities if payment is due
within one (1) year or less (or in the normal operating cycle of the business if longer). If not, they are presented as
non-current liabilities.

Trade payables, deposits received from tenants and other payables are recognised initially at fair value, net of
transaction cost incurred, which include transfer taxes and duties, if applicable and subsequently measured at
amortised cost using the effective interest method.

(i) Unitholders’ capital

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Fund
after deducting all of its liabilities. Units are equity instruments.

Units are recorded at the proceeds received, net of directly attributable incremental transaction costs. Units are
classified as equity. Distributions on units are recognised in equity in the period in which they are declared and
authorised by the Trustee.

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(j) Borrowings and borrowing costs

Borrowings are recognised initially at fair value, net of transaction costs incurred. In subsequent periods,
borrowings are stated at amortised cost using the effective interest method; any difference between proceeds
(net of transaction costs) and the redemption value is recognised in the statement of comprehensive income
over the period of borrowings. Borrowings are classified as current liabilities unless the Group and the Fund have
an unconditional right to defer settlement of the liability for at least twelve (12) months after the reporting date.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn-down. In this case, the fee is deferred until the
draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be
drawn-down, the fee is capitalised as a prepayment for liquidity and amortised over the period of the facility to
which it relates.

Borrowings costs directly attributable to the acquisition, construction or production of any qualifying asset are
capitalised during the period of time that is required to complete and prepare the asset for its intended use or
sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended
use or sale.

All other borrowing costs are recognised in statement of comprehensive income in the period in which they are
incurred.

(k) Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the performance of services in
the ordinary course of the Group and the Fund’s activities. Revenue is shown net of rebates and discounts.

Lease income on operating leases

When assets are leased out under an operating lease, the asset is included in the statement of financial position
based on the nature of the asset. Lease income is recognised over the term of the lease on a straight-line basis.

Lease income on operating lease is made up of base rent charges from tenants and turnover or percentage
rent charges from tenants. Base rent from operating leases is recognised on a straight-line basis over the lease
term. Turnover or percentage rent is recognised based on sales reported by tenants. When KIP REIT provides
incentives to its tenants, the cost of incentives is recognised over the lease term, on a straight-line basis, as a
reduction of rental income.

Rental rebates offered to tenants by the Group and the Fund which are not based on terms contained in the
original tenancy agreements are accounted for as a lease modification. The rental rebates are recognised as a
reduction to the rental income from the effective date of modification over the remaining lease term.

KIP Real Estate Investment Trust Annual Report 2021 79


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(k) Revenue recognition (continued)

Revenue from contracts with customers

Revenue which represents income from the Group and the Fund’s principal activities within the ordinary course
of business and is recognised by reference to each distinct performance obligation promised in the contract
with customer when or as the Group and the Fund transfers the control of the goods or services promised
in a contract and the customer obtains control of the goods or services. Depending on the substance of the
respective contract with customer, the control of the promised goods or services may transfer over time or at a
point in time.

Revenue from sales of prepaid utilities reimbursement is recognised when services are being rendered. The
credits on prepaid utilities reimbursement from tenants can be deferred up to the point of utilisation, which such
amounts are recognised as income. Credits of prepaid utilities are recognised as revenue when services are
rendered. Unutilised credits of prepaid utilities reimbursement sold to tenants for which services are yet to be
rendered is presented as deferred income in the statement of financial position.

Rental of concession space such as promotional areas and other rent related income are included in other
income and are recognised in the accounting period in which the services being rendered.

Upon adoption of MFRS 15 and MFRS 9, interest income is recognised and accounted for based on MFRS 9
requirements. The disclosure of accounting policy below should be provided under “Interest income” (as it does
not arise from the scope of MFRS 15):

Interest income

Interest income is recognised on an effective yield basis.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets
the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss
allowance).

Manager’s management fees

Manager’s management fees are recognised in statement of comprehensive income in the period in which they
are incurred. If, the payment of the Manager’s management fees is in the form of new Units, such payment is
determined by reference to the market price of the Units as set out in Note 1(b).

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(l) Income tax

Tax is recognised in statement of comprehensive income, except to the extent that it relates to items recognised
in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts
expected to be paid to the tax authorities. This liability is measured using the single best estimate of the most
likely outcome.

Where investment properties are carried at their fair value in accordance with the accounting policy set out in
Note 3(b), the amount of deferred tax recognised is measured using the tax rates that would apply on the sale
of those assets at their carrying value at the reporting date unless the property is depreciable and is held with
the objective to consume substantially all of the economic benefits embodied in the property over time, rather
than through sale. In all other cases, the amount of deferred tax recognised is measured based on the expected
manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or
substantively enacted at the reporting date. Deferred tax assets and liabilities are not discounted.

The carrying value of the Group and the Fund’s investment properties is assumed to be realised through
continuous use.

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(m) Leases

i) Definition of a lease

A contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a
period of time in exchange for consideration. To assess whether a contract conveys the right to control the
use of an identified asset, the Group and the Fund assess whether:

• the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and
should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
If the supplier has a substantive substitution right, then the asset is not identified;
• the customer has the right to obtain substantially all of the economic benefits from use of the asset
throughout the period of use; and
• the customer has the right to direct the use of the asset. The customer has this right when it has the
decision making rights that are most relevant to changing how and for what purpose the asset is used.
In rare cases where the decision about how and for what purpose the asset is used is predetermined,
the customer has the right to direct the use of the asset if either the customer has the right to operate
the asset; or the customer designed the asset in a way that predetermines how and for what purpose
it will be used.

At inception or on reassessment of a contract that contains a lease component, the Group and the Fund
allocate the consideration in the contract to each lease and non-lease component on the basis of their
relative stand-alone prices. However, for leases of properties in which the Group and the Fund is a lessee,
it has elected not to separate non-lease components and will instead account for the lease and non-lease
components as a single lease component.

ii) Recognition and measurement

(a) As a lessee

Leases are recognised as right-of-use (‘ROU’) asset and a corresponding liability at the date on
which the leased asset is available for use (i.e. the commencement date).

In determining the lease term, facts and circumstances that create an economic incentive to
exercise an extension option, or not to exercise a termination option are considered. Extension
options (or periods after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not to be terminated).

The lease term is reassessed upon the occurrence of a significant event or change in circumstances
that is within the control of the Group and the Fund and affect whether the Group and the Fund
are reasonably certain to exercise an option not previously included in the determination of
lease term, or not to exercise an option previously included in the determination of lease term. A
revision in lease term results in remeasurement of the lease liabilities.

Contracts may contain both lease and non-lease components. Consideration in the contract is
allocated to the lease and non-lease components based on their relative standalone prices.

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(m) Leases (continued)

ii) Recognition and measurement (continued)

(a) As a lessee (continued)

ROU assets

ROU assets are initially measured at cost comprising the following:


• The amount of the initial measurement of lease liability;
• Any lease payments made at or before the commencement date less any lease incentive
received;
• Any initial direct costs; and
• Decommissioning or restoration costs.

ROU assets that are not investment properties are subsequently measured at cost, less
accumulated depreciation and impairment loss (if any). The ROU assets are generally depreciated
over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the
Group and the Fund are reasonably certain to exercise a purchase option, the ROU assets are
depreciated over the underlying asset’s useful life. In addition, the ROU assets are adjusted for
certain remeasurement of the lease liabilities.

Lease liabilities

Lease liabilities are initially measured at the present value of the lease payments that are not paid
at that date. The lease payments include the following:

• Fixed payments (including in-substance fixed payments), less any lease incentive receivable;
• Variable lease payments that are based on an index or a rate, initially measured using the
index or rate as at the commencement date;
• Amounts expected to be payable under residual value guarantees;
• The exercise price of a purchase and extension options if it is reasonably certain to exercise
that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the Group and the
Fund exercising that option.

Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is generally the case for leases in the Group and the Fund, the lessee’s
incremental borrowing is used. This is the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the ROU in a similar economic
environment with similar term, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged
to the statement of comprehensive income over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period.

Variable lease payments that depend on sales are recognised in the statement of comprehensive
income in the period in which the condition that triggers those payments occurs.

Lease liabilities are presented as a separate line item in the statement of financial position.
Interest expense on the lease liability is presented within the finance cost in the statement of
comprehensive income.

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3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(m) Leases (contined)

ii) Recognition and measurement (continued)

(a) As a lessee (continued)

Short term leases and leases of low value assets

Short-term leases are leases with a lease term of twelve (12) months or less. Payments associated
with short-term leases and low value assets are recognised on a straight-line basis as an expense
in the statement of comprehensive income.

(b) As a lessor

As a lessor, the Group and the Fund determine at lease inception whether each lease is a finance
lease or an operating lease.

To classify each lease, the Group and the Fund make an overall assessment of whether the lease
transfers substantially all of the risks and rewards incidental to ownership of the underlying asset
to the lessee. As part of this assessment, the Group and the Fund consider certain indicators such
as whether the lease is for the major part of the economic life of the asset.

Finance leases

The Group and the Fund classify a lease as a finance lease if the lease transfers substantially all
the risks and rewards incidental to ownership of an underlying asset to the lessee.

The Group and the Fund derecognise the underlying asset and recognise a receivable at an
amount equal to the net investment in a finance lease. Net investment in a finance lease is
measured at an amount equal to the sum of the present value of lease payments from lessee
and the unguaranteed residual value of the underlying asset. Initial direct costs are also included
in the initial measurement of the net investment. The net investment is subject to impairment
under MFRS 9 “Financial Instruments”. In addition, the Group and the Fund review regularly the
estimated unguaranteed residual value.

Lease income is recognised over the term of the lease using the net investment method so as
to reflect a constant periodic rate of return. The Group and the Fund revise the lease income
allocation if there is a reduction in the estimated unguaranteed residual value.

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3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(m) Leases (continued)

(b) As a lessor (continued)

Operating leases

The Group and the Fund classify a lease as an operating lease if the lease does not transfer
substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee.

The Group and the Fund recognise lease payments received under operating lease as lease
income on a straight-line basis over the lease term.

When assets are leased out under an operating lease, the asset is included in the lessor’s
statement of financial position based on the nature of the asset.

Rental income on operating leases is recognised over the term of the lease on a straight-line
basis. Rental income is shown net of rebates and discounts. Rental income includes base rent,
percentage rent and other rent related income from tenants. Base rent is recognised on a straight-
line basis over the lease term. Percentage rent is recognised based on sales reported by tenants.
When the Group and the Fund provide incentives or rebates to the tenants, the cost of incentives
or rebates is recognised over the lease term, on a straight-line basis, as a reduction of rental
income. Initial direct cost incurred by the Group and the Fund in negotiating and arranging an
operating lease is recognised as an asset and amortised over the lease term on the same basis
as the rental income.

Separating lease and non-lease components

If an arrangement contains lease and non-lease components, the Group and the Fund allocate
the consideration in the contract to the lease and non-lease components based on the stand-
alone selling prices in accordance with the principles in MFRS 15 “Revenue from Contracts with
Customers”.

(n) Functional and presentation currency

Items included in the financial statements of the Group and the Fund are measured using the currency of the
primary economic environment in which the Group and the Fund operate (“functional currency”). The financial
statements are presented in Ringgit Malaysia, which is Group and the Fund’s functional and presentation currency.

(o) Earnings per unit

The Group and the Fund’s earnings per Unit (“EPU”) are presented on basic and diluted format.

Basic EPU is calculated by dividing the profit or loss attributable to unitholders of the Group and the Fund by the
weighted average number of Units outstanding during the period.

Diluted EPU is determined by adjusting the comprehensive income attributable to unitholders against the
weighted average number of units outstanding adjusted for the effects of all dilutive potential units.

KIP Real Estate Investment Trust Annual Report 2021 85


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(p) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the senior
management team.

The senior management team, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Chief Executive Officer and the Chief Financial Officer of the
Manager, that makes strategic decisions.

(q) Net asset value (“NAV”) disclosed in statement of financial position

In accordance with the REIT Guidelines, NAV is the value of the Group and the Fund’s assets less the value of
the Group and the Fund’s liabilities.

(r) Recognition of distribution of income to unitholders

Distribution of income should only be made from realised gains or realised income in accordance with REIT
Guidelines.

Distribution of income should be made after the Manager has taken into consideration the total returns for the
period, income for the period, cash flow for distribution, stability and sustainability of income and the investment
objective and distribution policy of the Group and the Fund.

Liability is recognised for the amount of any distribution declared, being appropriately authorised and no longer
at the discretion of the Group and the Fund, on or before the end of the reporting period but not distributed at
the end of the reporting period.

Distribution adjustments made in accordance with the REIT Guidelines are disclosed in Note 19.

(s) Realised and unrealised profit or loss analysis in statement of comprehensive income

In accordance with the REIT Guidelines, a charge or a credit to the statement of comprehensive income is
deemed as realised when it is resulted from the consumption of resource of all types and form, regardless of
whether it is consumed in the ordinary course of business or otherwise. A resource may be consumed through
sale or use.

Where a credit or a charge to the statement of comprehensive income upon initial recognition or subsequent
measurement of an asset or a liability is not attributed to consumption of resource, such credit or charge should
be deemed as unrealised until the consumption of resource could be demonstrated. Unrealised profit or loss
comprises mainly the changes in fair value on investment properties.

86 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated by the Directors of the Manager and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.

The Group and the Fund make estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, rarely equal the related actual results. To enhance the information content of the estimates, certain
key variables that are anticipated to have material impact to the Group and the Fund’s results and financial position
are tested for sensitivity to changes in the underlying parameters. The estimates and assumptions that may have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are outlined below.

Principal assumptions for estimation of fair value of investment properties

The principal assumptions underlying estimation of fair value of investment properties are those related to term rental,
reversionary rental, other income, outgoings, capitalisation rate and allowance for void.

Investment properties are stated at fair value based on valuations performed by C H Williams Talhar & Wong Sdn. Bhd.
(2020: C H Williams Talhar & Wong Sdn. Bhd. ) (“the Valuer”), an independent professional valuer who holds a recognised
relevant professional qualification and has recent experience in the locations and categories of the investment
properties valued.

The valuations are compared with actual market yield data, actual transactions and those reported by the market, when
available. Assumptions used are mainly based on market conditions existing at each reporting date.

Sensitivity analysis on fair value of investment properties as valued by the Valuer is disclosed in Note 6.

KIP Real Estate Investment Trust Annual Report 2021 87


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
5 EQUIPMENT
Equipment Furniture
and and Office Work-In-
appliance fittings Signage equipment Renovation Progress Total
RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000

Group and Fund


Cost
As at 1 July 2020 821 484 298 72 269 198 2,142
Additions 442 305 25 411 146 361 1,690
Reclassification - 49 - 5 - (54) -
Transfer to investment
properties - - - - - (147) (147)
Written off (13) - - - - - (13)
As at 30 June 2021 1,250 838 323 488 415 358 3,672

Accumulated Depreciation
As at 1 July 2020 301 81 104 27 44 - 557
Depreciation charge for the
financial year 262 73 95 45 77 - 552
Written off (11) - - - - - (11)
As at 30 June 2021 552 154 199 72 121 - 1,098

Carrying amounts
As at 30 June 2021 698 684 124 416 294 358 2,574

Equipment Furniture
and and Office Work-In-
appliance fittings Signage equipment Renovation Progress Total
RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000

Group and Fund


Cost
As at 1 July 2019 595 303 298 67 115 63 1,441
Additions 226 181 - 5 150 199 761
Reclassification - - - - 4 (4) -
Transfer to investment
properties - - - - - (60) (60)
As at 30 June 2020 821 484 298 72 269 198 2,142

Accumulated Depreciation
As at 1 July 2019 170 30 21 14 16 - 251
Depreciation charge for the
financial year 131 51 83 13 28 - 306
As at 30 June 2020 301 81 104 27 44 - 557

Carrying amounts

As at 30 June 2020 520 403 194 45 225 198 1,585

88 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)

5 INVESTMENT PROPERTIES
Group and
Fund
2021 2020
RM ‘000 RM ‘000
As at 1 July 807,000 599,300
Transfer from Equipment 147 60
Acquisition - 206,813*
Additions 1,700 795
Fair value gain (847) 32
As at 30 June 808,000 807,000

* Net off against the cost of acquisition capitalised is the balance of sinking fund amounting to RM1.9 million transferred
from the vendor.

The title deeds to the investment properties’ land are currently being held in trust by the trustees. KIPMall Tampoi,
KIPMall Masai, KIPMall Bangi and AEON Mall Kinta City (“AMKC”) are charged as a security for bank borrowings as
disclosed in Note 11.

Investment properties are stated at fair value based on valuations performed by an independent registered valuer, the
Valuer, who holds a recognised relevant professional qualification and have relevant experience in valuing investment
properties.

Based on the valuation reports dated 8 July 2021 issued by the Valuer, the fair values of the investment properties as at
30 June 2021 were RM808.0 million (2020: RM807.0 million).

Fair value is determined based on income approach method using Level 3 inputs (defined as unobservable inputs for
asset or liability) in the fair value hierarchy of MFRS 13 ‘Fair Value Measurement’. Under the income approach, the fair
value of the investment properties is derived from an estimate of the market rental which the investment properties
can reasonably be let for. Rental evidence may be obtained from actual passing rents commanded by the investment
properties if they are tenanted. Outgoings, such as quit rent and assessment, utilities costs, reimbursable manpower
costs, repair and maintenance, insurance premium, asset enhancement initiatives as well as management expenses,
are then deducted from the rental income. Thereafter, the net annual rental income is capitalised at an appropriate
current market yield to arrive at its fair value. Changes in fair value are recognised in the statement of comprehensive
income during the period in which they are reviewed.
There has been no change to the valuation techniques used during the financial year.

The Level 3 inputs or unobservable inputs include:-


Term rental - the expected rental that the investment properties are expected to achieve and is
derived from the current passing rental, (including revision upon renewal of tenancies
during the year which is part of passing rental);
Reversionary rental - the expected rental that the investment properties are expected to achieve upon expiry
of term rental;
Other income - comprises percentage rent, advertising income and others;
Outgoings - comprises quit rent and assessment, utilities costs, reimbursable manpower costs,
repair and maintenance, insurance premium, asset enhancement expense and
management expenses;
Capitalisation rate - based on actual location, size and condition of the investment properties and taking into
account market data at the valuation date based on the valuers’ knowledge of the
factors specific to the investment properties;
Allowance for void - refers to allowance provided for vacancy periods.

KIP Real Estate Investment Trust Annual Report 2021 89


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
6 INVESTMENT PROPERTIES (CONTINUED)

The fair value measurements using Level 3 inputs as at 30 June 2021 are as follows:-

Group and Fund Sensitivity analysis on


fair value measure-
Parameters ments*
Impact Impact
Valuation Fair Capitalisation Reversion Outgoings Allowance of lower of higher
technique value rate rate for void rate rate
RM ‘000 % % RM psf % RM ‘000 RM ‘000

Investment
KIPMall Tampoi method 163,000 6.50 7.00 1.90 5.00 12,000 (10,000)
Investment
KIPMall Kota Tinggi method 56,000 6.25 6.75 2.00 5.00 1,000 -
Investment
KIPMall Masai method 170,000 6.50 7.00 2.00 5.00 12,000 (11,000)
Investment
KIPMall Senawang method 25,000 6.25 6.75 1.20 10.00 2,000 (1,000)
Investment
KIPMall Melaka method 48,000 6.50 7.00 1.30 10.00 4,000 (3,000)
Investment
KIPMall Bangi method 126,000 6.50 7.00 1.00 12.50 10,000 (8,000)
Investment
AMKC method 220,000 7.00 to 7.25 7.00 0.18 - 0.19 5.00 17,000 (13,000)
808,000 58,000 (46,000)

* Changes to capitalisation rates on term and reversion periods by 50 basis points.

90 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
6 INVESTMENT PROPERTIES (CONTINUED)

The investment properties are as follows:-

Group and Fund


Percent-
age of fair
value to
Expiry date Occupancy Fair value Cost of in- NAV*1
Date of Date of Loca- of lease- rates as at as at vestment as at
Acquisition valuation tion Tenure hold land 30.06.2021 30.06.2021 properties 30.06.2021

% RM ‘000 RM ‘000 %

Lease-
KIPMall Tampoi 06.02.2017 30.06.2021 Johor hold 24.09.2092 90.24 163,000 150,000 31.75
KIPMall Kota Free-
Tinggi 06.02.2017 30.06.2021 Johor hold - 93.38 56,000 55,000 10.91
Lease-
KIPMall Masai 06.02.2017 30.06.2021 Johor hold 28.12.2108 91.26 170,000 157,000 33.11
KIPMall Serem- Free-
Senawang 06.02.2017 30.06.2021 ban hold - 81.59 25,000 38,000 4.87
Lease-
KIPMall Melaka 06.02.2017 30.06.2021 Melaka hold 17.11.2112 85.32 48,000 50,000 9.35
Lease-
KIPMall Bangi 06.02.2017 30.06.2021 Bangi hold 14.07.2093 80.99 126,000 130,000 24.54
Free-
AMKC 31.07.2019 30.06.2021 Perak hold - 100.00 220,000 206,813 42.85
808,000 786,813

Notes:-

*1 Based on NAV after income distribution.

KIP Real Estate Investment Trust Annual Report 2021 91


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
6 INVESTMENT PROPERTIES (CONTINUED)

The fair value measurements using Level 3 inputs as at 30 June 2020 are as follows:-

Group and Fund Sensitivity analysis on


fair value measure-
Parameters ments*
Impact Impact
Valuation Fair Capitalisation Reversion Outgoings Allowance of lower of higher
technique value rate rate for void rate rate
RM ‘000 % % RM Psf % RM ‘000 RM ‘000

Investment
KIPMall Tampoi method 163,000 6.50 7.00 2.00 5.00 12,300 (10,000)
KIPMall Kota Investment
Tinggi method 56,000 6.25 6.75 2.20 5.00 4,600 (3,600)
Investment
KIPMall Masai method 168,000 6.50 7.00 2.00 5.00 12,500 (10,800)
Investment
KIPMall Senawang method 25,000 6.25 6.75 1.35 10.00 1,800 (1,900)
Investment
KIPMall Melaka method 48,000 6.50 7.00 1.35 10.00 3,200 (3,400)
Investment
KIPMall Bangi method 130,000 6.50 7.00 1.10 15.00 9,000 (8,900)
Investment
AMKC method 217,000 6.50 7.00 0.26 5.00 15,600 (14,000)
807,000 59,000 (52,600)

* Changes to capitalisation rates on term and reversion periods by 50 basis points.

92 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
6 INVESTMENT PROPERTIES (CONTINUED)

The investment properties are as follows:-

Group and Fund


Percent-
age of fair
value to
Expiry date Occupancy Fair value Cost of in- NAV*1
Date of Date of Loca- of lease- rates as at as at vestment as at
Acquisition valuation tion Tenure hold land 30.06.2020 30.06.2020 properties 30.06.2020

% RM ‘000 RM ‘000 %

Lease-
KIPMall Tampoi 06.02.2017 30.06.2020 Johor hold 24.09.2092 96.25 163,000 150,000 31.97
KIPMall Kota Free-
Tinggi 06.02.2017 30.06.2020 Johor hold - 91.34 56,000 55,000 10.98
Lease-
KIPMall Masai 06.02.2017 30.06.2020 Johor hold 28.12.2108 93.15 168,000 157,000 32.95
KIPMall Sen- Serem- Free-
awang 06.02.2017 30.06.2020 ban hold - 81.16 25,000 38,000 4.90
Lease-
KIPMall Melaka 06.02.2017 30.06.2020 Melaka hold 17.11.2112 74.20 48,000 50,000 9.41
Lease-
KIPMall Bangi 06.02.2017 30.06.2020 Bangi hold 14.07.2093 72.39 130,000 130,000 25.5
Free-
AMKC 31.07.2019 30.06.2020 Perak hold - 100.00 217,000 206,813 42.56
807,000 786,813

Notes:-

*1 Based on NAV after income distribution.

KIP Real Estate Investment Trust Annual Report 2021 93


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
7 INVESTMENT IN A SUBSIDIARY

Fund
2021 2020
RM ‘000 RM ‘000
At cost
Unquoted shares -* -*

* Denotes RM2

Group’s effective interest (%)


Name of company Principal activity Place of incorporation 2021 2020

KIP REIT Capital Sdn. A special purpose Malaysia 100 100


Bhd. vehicle to raise
financings for and on
behalf of KIP REIT.

8 TRADE AND OTHER RECEIVABLES


Group Fund
2021 2020 2021 2020
RM ‘000 RM’000 RM’000 RM’000

Trade receivables 2,769 1,960 2,769 1,960


Less: Allowance for impairment of trade receiv-
ables (Note 23.1(b)) (346) (348) (346) (348)
Trade receivables – net 2,423 1,612 2,423 1,612

Other receivables – net (Note 23.1(b)) 1,088 1,928 1,088 1,928


Deposit recoverable 189 197 189 197
Amounts due from related companies 7 645 7 645
1,284 2,770 1,284 2,770
Prepayments 2,620 2,875 2,620 2,875
3,904 5,645 3,904 5,645

Total trade and other receivables 6,327 7,257 6,327 7,257

The carrying amounts of trade and other receivables as at 30 June 2021 and 2020 approximated their fair values.

The credit terms of trade receivables were seven (7) days.

The amount due from related companies are unsecured and with credit terms of ninety (90) days.

The amount due from a subsidiary represents advances related to transaction cost for the issuance of Medium Term
Notes (“MTN”) Programme.

94 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
9 CASH AND CASH EQUIVALENTS

Group Fund
2021 2020 2021 2020
RM ‘000 RM’000 RM’000 RM’000

Cash in hand - 4 - 4
Bank balances 542 1,257 524 1,239
Short term deposits placed with licensed banks 28,778 24,715 21,281 17,354

Cash and bank balances 29,320 25,976 21,805 18,597


Less: Pledged deposits (9,156) (8,996) (1,660) (1,637)
Cash and cash equivalents 20,164 16,980 20,145 16,960

Bank balances are deposits held at call with banks and earns no interest.

The weighted average effective interest rate of short term deposits placed with licensed banks that was effective at the
reporting date was 1.67% per annum (2020: 1.80% per annum).

Short term deposits placed with licensed banks have an average maturity of 15 days (2020: 29 days).

Included in the Group’s short term deposits placed with licensed banks is restricted amount of RM9.2 million (2020:
RM9.0 million) which is maintained in a Debt Service Reserve Account to cover a minimum of six (6) months interest for
medium term notes granted to KIP REIT (Note 11).

The reconciliation of liabilities arising from financing activities is as follows:-

Cash changes Non-cash changes

Net cash flows Amortisation


As at from financing of transac- Accrued As at 30
1 July activities tion costs interest June
RM’000 RM’000 RM’000 RM’000 RM’000
2021
Group
Borrowings 312,427 (12,913) 256 12,938 312,708
Short-term revolving credit
(“STRC”) commitment fee* - (92) - 100 8
Fund
Amount due to a subsidiary 305,048 (13,049) 256 12,938 305,193
STRC commitment fee* - (92) - 100 8

2020
Group
Borrowings 100,169 198,141 722 13,395 312,427

Fund
Borrowings 100,169 (101,199) 487 543 -
Amount due to a subsidiary - 291,961 235 12,852 305,048

* Accrued STRC commitment fee is included under payables and accruals.


KIP Real Estate Investment Trust Annual Report 2021 95
FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
10 UNITHOLDERS’ CAPITAL
Group and
Fund
2021 2020
Number of Number of
units units
‘000 ‘000
Approved fund size:
As at 30 June 505,300 505,300

Group and Fund


2021 2021 2020 2020
Number of Value Number of Value
units units
‘000 RM‘000 ‘000 RM‘000
Issued and fully paid up:
As at 1 July/30 June 505,300 492,333 505,300 492,333

11 BORROWINGS
Group Fund
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Current (secured):
Medium term notes 3,891 3,866 - -
Unamortised transaction cost (256) (256) - -
3,635 3,610 - -
Non-current (secured):
Medium term notes 310,000 310,000 - -
Unamortised transaction cost (927) (1,183) - -
309,073 308,817 - -
Total borrowings 312,708 312,427 - -

The trustee, on behalf of KIP REIT, as borrower, has obtained the credit facilities (“the Facilities”) comprising the
following:-

(a) Medium Term Notes (“MTN”) of up to RM310 million (2020: RM310 million);
(b) A Short Term Revolving Credit (“STRC”) of up to RM20 million (2020: RM20 million); and
(c) A letter of guarantee (“LG”) of up to RM3 million (2020: RM3 million).

96 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
11 BORROWINGS (CONTINUED)

The weighted average effective interest rate at the reporting date was as follows:-

Group Fund

2021 2020 2021 2020


% per % per % per % per
annum annum annum annum

Medium term notes 4.25 4.52 - -

KIP REIT’s wholly owned subsidiary, KIP REIT Capital Sdn. Bhd., has a Medium Term Note Programme (“MTN Programme”)
of up to RM2.0 billion in nominal value. It is a perpetual programme that commenced on 16 July 2019. Details of the MTN
issued are set out as follows.

On 31 July 2019, KIP REIT Capital Sdn. Bhd. issued RM310.0 million MTN in nominal value pursuant to the MTN
Programme. The MTN of RM310.0 million was issued to re-finance KIP REIT’s previous financing facilities, ie term loan
(TL). Out of the total RM310.0 million issuance, RM210.0 million has been assigned a long-term final rating of AAA/
Stable from RAM Rating Services Berhad (“RAM”). The expected maturity date is 5 years from the issuance date and the
legal maturity date is 7 years from the issuance date. The transaction costs relating to the MTN issuance of RM310.0
million are amortised and charged to profit or loss over the expected tenure of the MTN.

The MTN is secured over the investment properties and pledged deposits as indicated in Note 6 and Note 9 to the
financial statements.

The STRC is to finance working capital of KIP REIT. The STRC is subject to annual review and repayable on demand. The
STRC bears an interests rate of 1.25% per annum above cost of funds (as determined by the Bank at the commencement
of each interest period) and payable on monthly basis.

KIP Real Estate Investment Trust Annual Report 2021 97


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
11 BORROWINGS (CONTINUED)

The facilities are secured and supported by amongst others, the following:-

(i) First legal mortgage over KIPMall Kota Tinggi for all amounts due and payable under the facility;

(ii) Assignment of all insurance taken and all rights, titles, benefits and interest in respect of the property;

(iii) Assignment of all lease, rental or tenancy agreements and tenancy deposits;

(iv) Assignment of relevant service agreements; and

(v) Assignment and charge over the Designated Account.

12 PAYABLES AND ACCRUALS


Group Fund
Note 2021 2020 2021 2020
RM ‘000 RM’000 RM’000 RM’000

Non-current payables
Tenants’ deposits a 10,960 5,108 10,960 5,108
Amount due to a subsidiary b - - 305,193 305,048
10,960 5,108 316,153 310,156

Current payables
Trade payables c 435 744 435 744
Tenants’ deposits a 6,648 11,858 6,648 11,858
7,083 12,602 7,083 12,602

Other payables and accrued expenses 2,092 1,842 2,092 1,842

Total current payables and accruals 9,175 14,444 9,175 14,444

Total payables and accruals 20,135 19,552 325,328 324,600

(a) Tenants’ deposits are in respect of refundable deposits received from tenants for tenancy related
agreements. Tenancy tenures are generally for a period of one (1) to three (3) years.

(b) Amount due to subsidiary represents advances from KIP REIT Capital Sdn. Bhd. on the MTN issuance
of RM310 million as explained in Note 11. The expected repayment period is mirroring the MTN maturity date.

(c) Credit terms for trade payables range from 30 days to 60 days.

98 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
13 GROSS REVENUE

Group and Fund


2021 2020
RM’000 RM’000

Gross rental income 66,957 67,600


Rental rebate (Note 25) (1,973) (1,645)
64,984 65,955

Revenue from contracts with customers:


Promotion area 3,842 3,538
Utilities reimbursement 4,361 4,226
Property related and other advertising income 1,062 821
9,265 8,585
Gross Revenue 74,249 74,540

Revenue from contracts customers is represented by:


Point in time 9,265 8,585

The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

Group and Fund


2021 2020
RM’000 RM’000

No later than 1 year 17,914 17,147


Later than 1 year but no later than 2 years 17,914 17,914
Later than 2 years but no later than 3 years 40,313 58,227

14 REIMBURSEMENT COSTS

Included in reimbursement costs ar the following expenses:-


Group and Fund
2021 2020
RM’000 RM’000

Staff salaries 2,937 3,319


Bonus 109 132
Statutory contribution 464 510
Training expenses 6 8
Others 146 170
3,662 4,139

The reimbursement cost is in relation to staff cost and expenses incurred by the service provider, KIP Property Services
Sdn. Bhd. for providing services in managing KIP REIT’s operation, maintenance, management and marketing of the
investment properties.

KIP Real Estate Investment Trust Annual Report 2021 99


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
15 MANAGER’S MANAGEMENT FEES
Group and
Fund

2021 2020

RM ‘000 RM ‘000

Base fee 4,997 4,759


Performance fee 544 568
Acquisition fee - 2,080
5,541 7,407

During the financial year, the Manager received a base fee of 0.60% (2020: 0.6%) per annum of the Total Asset Value
of KIP REIT, a performance fee of 1.0% (2020: 1.0%) per annum of Net Property Income and acquisition fee of 1.0% of
transaction value.

For the financial year ended 30 June 2021, 100% of the total Manager’s management fees has been paid in cash.

16 BORROWING COSTS

Group Fund
2021 2020 2021 2020
RM ‘000 RM ‘000 RM ‘000 RM ‘000

Interest on advances from a subsidiary


(Note 24) - - 12,938 12,852
Interest on borrowings 13,038 13,395 100 543
Amortisation of transaction cost 256 722 256 722
13,294 14,117 13,294 14,117

17 TAXATION
Group and
Fund
2021 2020
RM ‘000 RM ‘000

Reconciliation of tax expense


Profit before taxation 35,221 31,883

Income tax using Malaysian tax rate of 24% (2020: 24%) 8,453 7,652
Non-deductible expenses 980 1,030
Non-taxable income (8) (982)
Capital allowances on equipment (2,161) (4,234)
Effect of income exempted from tax (7,264) (3,466)
- -

100 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
17 TAXATION (CONTINUED)

Pursuant to Section 61A of the Malaysian Income Tax Act, 1967 (“Act”), income of KIP REIT will be exempted from tax
provided that at least 90% of its total taxable income (as defined in the Act) is distributed to the investors in the basis
period of KIP REIT for that year of assessment within two (2) months after the close of the financial year. If the 90%
distribution condition is not complied with or the 90% distribution is not made within two (2) months after the close of
KIP REIT financial year which forms the basis period for a year of assessment, KIP REIT will be subject to income tax at
the prevailing rate on its total taxable income. Income which has been taxed at the KIP REIT level will have tax credits
attached when subsequently distributed to unitholders.

As income distribution to unitholders for the financial year ended 30 June 2021 is more than 90% of total distributable
income, no provision for income taxation has been made for the current year.

18 EARNINGS PER UNIT (“EPU”) - BASIC AND DILUTED

The calculation of EPU is based on total comprehensive income attributable to unitholders divided by the weighted
average number of Units.
Group and
Fund
2021 2020
RM ‘000 RM ‘000

Total comprehensive income


- Realised 36,068 31,851
- Unrealised (847) 32
Total 35,221 31,883

Weighted average number of units (’000)


Weighted average number of Units in issue 505,300 505,300
Weighted average number of Units for diluted EPU 505,300 505,300

Basic/Diluted EPU (sen)


- Realised 7.1379 6.3034
- Unrealised (0.1676) 0.0063
Total 6.9703 6.3097

Dilutive earnings per unit equals to basic earnings per unit as there are no potential dilutive units in issue.

KIP Real Estate Investment Trust Annual Report 2021 101


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
19 DISTRIBUTION TO UNITHOLDERS

Group and
Fund
2021 2020
RM ‘000 RM ‘000

Total comprehensive income 35,221 31,883


Distribution adjustments (a) 3,033 (728)
Distributable income 38,254 31,155

Distributions proposed and declared:


Distribution per unit (sen)
- for the period from 1 July 2019 to 30 September 2019 - 1.370
- for the period from 1 October 2019 to 31 December 2019 - 1.760
- for the period from 1 January 2020 to 31 March 2020 - 1.520
- for the period from 1 April 2020 to 30 June 2020 - 1.530
- for the period from 1 July 2020 to 30 September 2020 1.550 -
- for the period from 1 October 2020 to 31 December 2020 1.590 -
- for the period from 1 January 2021 to 31 March 2021 1.600 -
- for the period from 1 April 2021 to 30 June 2021 2.100 -
6.840 6.180

Sources of distributions
Net property income 56,662 56,018
Interest income 417 567
Changes in fair value on investment properties (847) 32
56,232 56,617
Less: Expenses (21,011) (24,734)
Total comprehensive income 35,221 31,883
Distribution adjustments (a) 3,033 (728)
Prior year realised gain 8,571 8,593
Distributable income 46,825 39,748

Distribution of:
- 1.520 sen for the period from 1 April 2019 to 30 June 2019 - (7,681)
- 1.370 sen for the period from 1 July 2019 to 30 September 2019 - (6,922)
- 1.760 sen for the period from 1 October 2019 to 31 December 2019 - (8,893)
- 1.520 sen for the period from 1 January 2020 to 31 March 2020 - (7,681)
- 1.530 sen for the period from 1 April 2020 to 30 June 2020 (7,731) -
- 1.550 sen for the period from 1 July 2020 to 30 September 2020 (7,832) -
- 1.590 sen for the period from 1 October 2020 to 31 December 2020 (8,034) -
- 1.600 sen for the period from 1 January 2021 to 31 March 2021 (8,085) -

Distributions recognised in statements of changes in net assets value (31,682) (31,177)

Income retained 15,143 8,571

102 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
19 DISTRIBUTION TO UNITHOLDERS (CONTINUED)

Group and
Fund
2021 2020
RM ‘000 RM ‘000

Note (a):-
Distribution adjustments comprise:-
Amortisation of transaction costs 256 722
Depreciation of equipment 552 306
Changes in fair value on investment properties 847 (32)
(Reversal of ) / Allowance for doubtful debts (1) 104
Bad debts written off 2 20
Written off of equipment 2 -
Amortisation of /(Realised unamortised) rental rebate for MCO 1,375 (1,848)
3,033 (728)

The final distributable income for the 3 months ended 30 June 2021 is proposed to be 2.100 sen per unit for the period
from 1 April 2021 to 30 June 2021, which was declared on 29 July 2021 and is payable on 27 August 2021. The financial
statements for the current year ended 30 June 2021 do not reflect this final distributable income. This will be accounted
in the statement of changes in net asset value as an appropriation of retained earnings in the next financial year ending
30 June 2022.

Withholding tax will be deducted for distributions as follows:-


Withholding Tax Rate
2021 2020

Resident corporate N/A^ N/A^


Resident non-corporate 10% 10%
Non-resident individual 10% 10%
Non-resident corporate 24% 24%
Non-resident institutional 10% 10%
^ to tax at prevailing rate

20 PORTFOLIO TURNOVER RATIO


Group and Fund
2021 2020

Portfolio Turnover Ratio (“PTR”) (times) - 0.41

The calculation of PTR is based on the average value of total acquisitions and disposals of investments in KIP REIT for
the financial year to the average NAV during the financial year, which is in accordance with the REIT Guidelines.

Save for placement and upliftment of fixed deposits, there was no acquisition during the financial year.

Since the basis of calculating PTR can vary among REITs, there is no consistent or coherent basis for providing an
accurate comparison of KIP REIT’s PTR against other REITs.

KIP Real Estate Investment Trust Annual Report 2021 103


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
21 MANAGEMENT EXPENSE RATIO

Group and Fund


2021 2020

Management expense ratio (“MER”) (%) 1.51% 2.08%

The calculation of the MER is based on the Fund’s total operating expenses (Manager’s management fees, trustees’
fees and other trust expenses) incurred for the financial year ended 30 June 2021 to the average NAV (after income
distribution) as at 30 June 2021, which is in accordance with the REIT Guidelines.

Since the basis of calculating MER can vary among REITs, there is no consistent or coherent basis for providing an
accurate comparison of KIP REIT’s MER against other REITs.

22 SEGMENT REPORTING

The senior management team makes the strategic resource allocations on behalf of the Manager. The Manager has
determined the operating segments based on the reports reviewed by the senior management team that are used to
make strategic decisions.

The primary segment reporting format is determined to be geographical segments as the Group’s risks and rates of
return are affected predominantly by differences in net property income (“NPI”) margin from different geographical
location.

The Group’s geographical segments are based on the location of the Group’s assets. The Group’s main geographical
segments operate in three main geographical areas:

(i) Central region – the operations in this region include KIPMall Bangi, KIPMall Melaka and KIPMall Senawang;
(ii) Southern region – the operations in this region include KIPMall Tampoi, KIPMall Masai and KIPMall Kota Tinggi; and
(iii) Northern region – the operations in this region include AMKC.

Revenues derived from the Northern region amount to approximately 23.1% (2020: 20.1%) of total gross revenue are
derived from a single tenant.

The Manager assesses the financial performance of the operating segments based on, including but not limited to, NPI
and NPI margin. The NPI enables financial performance benchmarking as such basis eliminates the effect of financing
and investment decisions which may not be made at operating level.

104 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
22 SEGMENT REPORTING (CONTINUED)

Geographical segments

The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by
geographical segments:-

Group 2021
Southern Central Northern
region region region Total
RM ‘000 RM ‘000 RM ‘000 RM ‘000
Revenue
Gross rental income 33,129 14,709 17,146 64,984
Revenue from contracts with customers 3,173 6,092 - 9,265
Gross Revenue 36,302 20,801 17,146 74,249

Segmental net property income 27,940 12,203 16,519 56,662

Changes in fair value on investment properties 1,147 (4,251) 2,257 (847)


Interest income 189 80 148 417
Borrowing costs (2,543) (1,683) (9,068) (13,294)
Trust and other expenses (3,693) (2,210) (1,814) (7,717)
Profit before taxation 23,040 4,139 8,042 35,221
Taxation - - - -
Total comprehensive income attributable to
unitholders 23,040 4,139 8,042 35,221

KIP Real Estate Investment Trust Annual Report 2021 105


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
22 SEGMENT REPORTING (CONTINUED)

Geographical segments (continued)

The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by
geographical segments:- (continued)
Group 2021
Southern Central Northern
region region region Total
RM ‘000 RM ‘000 RM ‘000 RM ‘000
Assets
Segment assets 394,481 200,819 220,555 815,855
Unallocated assets
- Cash and bank balances 29,320
- Trade and other receivables 1,046
Total assets 846,221
Liabilities
Segment liabilities 70,000 44,454 207,568 322,022
Unallocated liabilities
- Payables and accruals 933
- Borrowings 9,888
Total liabilities 332,843

Other segment information


Additions to non-current assets:
- Investment properties 853 251 743 1,847
- Equipment 706 837 - 1,543
Depreciation 241 311 - 552

Group 2020
Southern Central Northern
region region region Total
RM ‘000 RM ‘000 RM ‘000 RM ‘000
Revenue
Gross rental income 35,616 15,357 14,982 65,955
Revenue from contracts with customers 2,967 5,618 - 8,585
Gross Revenue 38,583 20,975 14,982 74,540
Segmental net property income 29,624 11,991 14,403 56,018

Changes in fair value on investment properties (836) (9,152) 10,020 32


Interest income 271 140 156 567
Borrowing costs (3,096) (2,027) (8,994) (14,117)
Trust and other expenses (3,836) (2,183) (4,598) (10,617)
Profit before taxation 22,127 (1,231) 10,987 31,883
Taxation - - - -
Total comprehensive income attributable to
unitholders 22,127 (1,231) 10,987 31,883

106 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
22 SEGMENT REPORTING (CONTINUED)

Geographical segments (continued)

The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by
geographical segments:- (continued)
Group 2020
Southern Central Northern
region region region Total
RM ‘000 RM ‘000 RM ‘000 RM ‘000
Assets
Segment assets 391,921 205,798 217,883 815,602
Unallocated assets
- Cash and bank balances 25,976
- Trade and other receivables 240
Total assets 841,818

Liabilities
Segment liabilities 68,931 43,922 209,286 322,139
Unallocated liabilities
- Payables and accruals 234
- Borrowings 9,606
Total liabilities 331,979

Other segment information


Additions to non-current assets:
- Investment properties 36 652 206,980 207,668
- Equipment 321 380 - 701
Depreciation 156 150 - 306

KIP Real Estate Investment Trust Annual Report 2021 107


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

23.1 Financial risk factors

KIP REIT’s activities expose it to a variety of financial risks: interest rate risk (including fair value interest rate risk), credit
risk, liquidity and cash flow risk. KIP REIT’s overall financial risk management objective is to ensure that it creates value
for its unitholders. KIP REIT focuses on the unpredictability of financial markets and seeks to mitigate potential adverse
effects on the financial performance of KIP REIT. Financial risk management is carried out through risk reviews and
internal control systems. The Manager regularly reviews the risk profile and ensure adherence to the KIP REIT’s financial
risk management policies.

(a) Interest rate risk

KIP REIT’s exposure to changes in interest rates relate primarily to interest-earning financial assets and interest
bearing financial liabilities. Interest rate risk is managed by the Manager on an ongoing basis with the primary
objective of limiting the extent to which interest expense could be affected by adverse movements in interest
rate.

For the purpose of this disclosure, only the Group level interest rate risk is disclosed as the risk at Fund level
mirrors the Group exposure, being the exposure to the MTN (refer note 11 and 12 for more details).

The interest rate profile of KIP REIT’s significant interest bearing financial instruments, based on carrying amounts
as at the end of reporting period is as follows:-

Group
2021 2020
RM’000 RM’000
Fixed rate instrument
Medium term notes – rated 210,000 210,000

Floating rate instrument


Medium term notes – unrated 100,000 100,000

Interest rate risk sensitivity analysis

If the interest rates have been higher or lower and all other variables were held constant, the Group’s income for
the following year would increase or decrease accordingly as a result from the Group’s exposure to interest rates
on its borrowing which is not hedged. The Group has performed the following interest rate sensitivity analysis to
show the Group’s sensitivity to interest rates exposure:

Group
2021 2020
RM’000 RM’000
Floating rate instrument
25 basis point increase 14,233 14,113
25 basis point decrease 13,733 13,613

108 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

23.1 Financial risk factors (continued)

(b) Credit risk

Credit risk is the risk of a financial loss to KIP REIT if the tenants or counterparty to a financial instrument fails to
meet its contractual obligations. At the reporting date, the maximum exposure to credit risk is represented by the
carrying amount of each financial asset in the statement of financial position.

KIP REIT is not exposed to significant credit risk. The risk of non-collectability of monthly rentals is also mitigated
with rental deposits collected from the tenants. Other than AEON from AMKC, which contributes to 23.1% (2020:
20.1%) of the rental income, the Group and the Fund do not have any significant exposure to any individual or
group of tenants or counterparties.

Simplified approach for trade receivables

The Group and the Fund apply simplified approach which requires expected lifetime losses to be recognised
from initial recognition of the trade receivables. To measure the expected credit loss, the expected loss rates are
based on the historical payment profiles of tenants and the corresponding historical credit losses experienced.
The historical loss rates are adjusted to reflect current and forward-looking information on factors affecting the
ability of the tenants to settle the receivables. The Group and the Fund have identified the credit profile and sales
performance of tenants to be the most relevant forward looking factors, and accordingly adjusted the historical
loss rates based on expected changes in these factors. The Group and the Fund have determined the default
rate for trade receivables based on their historical default rate and applied the historical default rate on trade
receivables balance in the financial year.

Credit risk with respect to trade receivables and accrued billings is limited due to the nature of business which
is mainly rental related and cash-based. Furthermore, the tenants have placed security deposits in the form of
cash which act as collateral. In view of the above, no additional credit risk beyond amounts allowed for collection
losses is inherent in KIP REIT’s trade receivables.

Bank deposits are placed with licensed financial institutions with high credit ratings assigned by credit rating
agencies. Hence, the risk of material loss in the event of non-performance by a financial counterparty could be
considered to be unlikely.

General 3-stage approach for other receivables

The other receivables impairment is assessed collectively to determine whether there was objective evidence
that an impairment had been incurred but not yet identified. Loss allowance is measured at a probability-weighted
amount that reflects the possibility that a credit loss occurs and the possibility that no credit loss occurs.

KIP Real Estate Investment Trust Annual Report 2021 109


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

23.1 Financial risk factors (continued)

(b) Credit risk (continued)

The analysis of credit risk exposure of trade and other receivables are as follows:-

Group and Fund


As at 0-31 32-61 62-91 92-121 122-151 152-181 >181
June 2021 days days days days days days days

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000


Trade receivables 2,769 1,210 700 261 79 103 34 382
(gross)
Impairment (346) - - - - (12) (1) (333)
2,423 1,210 700 261 79 91 33 49

Expected loss rate 12% 2% 87%

Non-trade receiv- 228 121 19 13 9 9 1 56


ables (gross)
Impairment (49) - - - - (1) - 48
179 121 19 13 9 8 1 8

Expected loss rate 16% 0% 86%

As at 0-31 32-61 62-91 92-121 122-151 152-181 >181


June 2020 days days days days days days days

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000


Trade receivables 1,960 424 665 132 370 17 3 349
(gross)
Impairment (348) - - - - - - (348)
1,612 424 665 132 370 17 3 1

Expected loss rate 0% 0% 99%

Non-trade receiv- 245 153 5 28 6 3 4 46


ables (gross)
Impairment (48) - - - - (2) (2) (44)
197 153 5 28 6 1 2 2

Expected loss rate 67% 75% 96%

110 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

23.1 Financial risk factors (continued)

(b) Credit risk (continued)

The movement of allowance for impairment of trade receivables is as follows:-


Group
and Fund
2021 2020
RM’000 RM’000
As at 1 July 348 251
Allowance for impairment - 117
Bad debts written off (2) (20)
As at 30 June 346 348

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables.

(c) Liquidity and cash flow risk

The rolling forecasts of liquidity requirements are monitored to ensure there is sufficient cash to meet operational
needs while maintaining sufficient headroom on the committed borrowing facilities (Note 11).

Adequate cash, cash equivalents and bank facilities are maintained and monitored to finance the operations, to
distribute income to unitholders, and to mitigate the effects of fluctuations in cash flows. In addition, the Manager
also monitors and observes the REIT Guidelines concerning limits on total borrowings of the investment trust.

Cash and cash equivalents as at 30 June 2021 of RM20.2 million (2020: RM17.0 million) are expected to assist in
the liquidity and cash flow risk management.

KIP Real Estate Investment Trust Annual Report 2021 111


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

23.1 Financial risk factors (continued)

(c) Liquidity and cash flow risk (continued)

The analysis of the non-derivative financial liabilities into relevant maturity groupings based on the remaining
period at the reporting date to the contractual maturity date are as follows:-

1 to 2 2 to 3 3 to 5
<1 year years years years Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 30 June 2021
Borrowings 12,905 12,905 12,905 322,905 361,620
Payables and accruals 9,175 10,960 - - 20,135

Fund
At 30 June 2021
Amount due to a subsidiary - - - 305,193 305,193
Payables and accruals 9,175 10,960 - - 20,135

Group
At 30 June 2020
Borrowings 13,235 13,235 13,235 323,235 362,940
Payables and accruals 14,444 5,108 - - 19,552

Fund
At 30 June 2020
Amount due to a subsidiary - - - 305,048 305,048
Payables and accruals 14,444 5,108 - - 19,552

Note:-
The amounts are contractual and undiscounted cash flows.

23.2 Capital risk management

Capital is the unitholders’ capital and borrowings.

The overall capital management objectives are to safeguard the ability to continue as a going concern in order to
provide returns for unitholders and other stakeholders as well as to maintain a more efficient capital structure.

The Manager’s on-going capital management strategy involves maintaining an appropriate gearing level and adopting
an active interest rate management strategy to manage the risks associated with refinancing and changes in interest
rates. The Manager intends to implement this strategy by:
(i) diversifying sources of debt funding to the extent appropriate,
(ii) maintaining a reasonable level of debt service capability,
(iii) securing favourable terms of funding,
(iv) managing its financial obligations and
(v) where appropriate, managing the exposures arising from adverse market interest rates, such as through fixed
rate borrowings, to improve the efficiency for the cost of capital.

112 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

23.2 Capital risk management (continued)

The total borrowings to total assets ratio is as follows:-

Group Fund
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Total borrowings 312,708 312,427 305,193 305,048
Total assets 846,221 841,818 838,706 834,439
Borrowings to total assets ratio (%) 36.95% 37.11% 36.39% 36.56%

The total borrowings should not exceed 50% of the total assets at the time the borrowings are incurred in accordance
with the REIT Guidelines. The Group and the Fund complied with the borrowing limit requirement for the financial year
ended 30 June 2021. Amount due from a subsidiary (Note 12) is deemed as a borrowing as it represents advances of
MTN proceeds from the subsidiary.

The Deed provides that the Manager shall, with the approval of the Trustee, for each distribution period, distribute all (or
such other percentage as determined by the Manager at its absolute discretion) of KIP REIT’s distributable income. It is
the intention of the Manager to distribute at least 90% of KIP REIT’s distributable income on a quarterly basis (or such
other interval as determined by the Manager at its absolute discretion).

23.3 Fair value

The assets and liabilities measured at fair value and classified by level of the fair value measurement hierarchy are as
follows:-

(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(b) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly (Level 2); and
(c) inputs for the asset or liability that are not based on observable market data i.e. unobservable inputs (Level 3).

Level 3
2021 2020
RM’000 RM’000
Recurring fair value measurements:
Investment properties 808,000 807,000

Level 3 fair values of the investment properties have been derived from the income approach method based on
valuations performed by the Valuer, who holds a recognised relevant professional qualification and has recent
experience in the locations and categories of the investment properties valued. The valuation techniques, significant
parameters and movement in fair values are as disclosed in Note 6.

KIP Real Estate Investment Trust Annual Report 2021 113


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)

23.3 Fair value (continued)

Assets and liabilities not carried at fair value

The carrying amounts of financial assets and liabilities as at reporting date approximated their fair values except
as disclosed below. The fair value of tenants’ deposits received from tenants at the reporting date is not materially
different from their carrying value as the impact of discounting is not expected to be significant. For floating rate loans,
the carrying value is generally a reasonable estimate of fair value.

In determining the fair value of the medium term notes with fixed interest rate, the Group utilises the discounted cash
flow method. This involves the derivation of the present value of cash flows arising from payments of interest and
principal based on the current market interest rates.

For the purpose of fair valuing the borrowing facilities, a proxy market interest rate is derived by reference to the
floating market rate paid on the floating medium term notes issue for a borrowing facility of similar characteristics. This
represents the best estimate of the market rate for the borrowing facility.

Level 3
2021 2020
RM’000 RM’000

Medium term notes – fixed rate issue of RM210 million 221,000 219,000

24 SIGNIFICANT RELATED PARTY TRANSACTIONS

The significant related party transactions are carried out in the normal course of business on terms and conditions
negotiated between the contracting parties.

Related party Relationship


KIP REIT Management Sdn. Bhd. REIT Manager
KIP REIT Capital Sdn. Bhd. Subsidiary company
KIP Property Services Sdn. Bhd. Common Shareholder
KIPMart Management Sdn. Bhd. Common Shareholder

The above companies are jointly controlled by late Dato’ Chew Lak Seong, Dato’ Ong Kook Liong and their spouses.

Group Fund
Significant related parties transactions for the financial 2021 2020 2021 2020
year:
RM’000 RM’000 RM’000 RM’000
Purchases of services

1) Reimbursement cost
- KIP Property Services Sdn. Bhd. 3,662 4,139 3,662 4,139

2) Management fees
- KIP REIT Management Sdn. Bhd. 5,541 7,407 5,541 7,407

114 KIP Real Estate Investment Trust Annual Report 2021


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


(CONTINUED)
24 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)
Group Fund
Significant related parties transactions for the financial 2021 2020 2021 2020
year:
RM’000 RM’000 RM’000 RM’000
Purchases of services (continued)

3) Interest on advances from a subsidiary


- KIP REIT Capital Sdn. Bhd. - - 13,194 13,087

Significant related parties balances as at reporting date:

Amounts due from

KIP Property Services Sdn. Bhd. 7 645 7 645

Amounts due to
KIP REIT Management Sdn. Bhd. - 13 - 13
KIP REIT Capital Sdn. Bhd. - - 305,193 305,048
KIPMart Management Sdn. Bhd. - 6 - 6

The amount due from related parties are mainly due to advance payment in relation to operation, maintenance,
management and marketing of investment properties.

The amount due to related parties are related to services rendered by the related companies, as well as advances
pertaining to MTN issuance (Note 11).

25 SIGNIFICANT EVENTS DURING THE YEAR

a) As announced on 29 September 2020, a Supplementary Trust Deed has been lodged and registered with the
Securities Commission Malaysia and is effective on 12 October 2020. Upon the Supplementary Trust Deed becoming
effective, the Restated Trust Deed dated 12 December 2020 is amended by the Supplementary Trust Deed.

b) As announced on 22 February 2021, a Consent Judgement had been entered into on 22 February 2021 in relation to
the litigation under Civil Suit No. WA-24NCvC-1804-10/2020. The dispute between the Plaintiff and Defendant had
been settled amicably. Both parties agree that the Plaintiff may tenant the Demised Premises and shall vacate the
Demised Premises on or before 28 February 2022.

c) Movement restrictions of varying degrees have been imposed throughout much of the financial year in response
to the Covid-19 pandemic. The Group and the Fund continued to offer rental rebate assistance to eligible tenants
affected by the movement control orders subject to fulfilling the criteria set. The total rental rebate offered amounted
to RM598,000 for the financial year ended 30 June 2021 (2020: RM3.5 million). RM1.9 million of the cumulative rental
rebate were amortised during the financial year ended 30 June 2021 (see Note 3(k) for the applicable accounting
policy).

The Group and the Fund do not foresee significant increase in credit risks of the tenant that may materially jeopardise
the sustainability of the Group’s and the Fund’s business despite dampened consumer demand across the Malaysian
economy.

KIP Real Estate Investment Trust Annual Report 2021 115


OTHERS

UNITHOLDERS’ STATISTICS
As At 30 July 2021
ANALYSIS OF UNITHOLDINGS

Size of Unitholdings No. of % of No. of % of Issued


Unitholders Unitholders Units Units
Less than 100 30 0.56 494 0.00

100 - 1,000 927 17.41 574,429 0.11


1,001 - 10,000 2,854 53.62 14,234,300 2.82
10,001 - 100,000 1,263 23.73 41,282,608 8.17
100,001 to less than 5% of issued units 247 4.64 360,480,655 71.34
5% and above of issued units 2 0.04 88,727,514 17.56
Total 5,323 100.00 505,300,000 100.00
*Voting rights: one vote per unit

DIRECTORS’ UNITHOLDINGS

Direct Interest Deemed Interest


No. Name of Directors No. of % No. of %
Units Units
1 Dato’ Dr Syed Hussain bin Syed 60,000 0.01 - -
Husman, JP
2 Dato’ Chew Lak Seong 72,663,514 14.38 44,666,274 8.84
(Deceased on 25 June 2021) ^^
3 Dato’ Ong Kook Liong 88,486,283 17.51 13,878,492 2.75
4 Datuk Mohamed Arsad bin Sehan 60,000 0.01 - -
5 Chiam Tau Meng - - - -
6 Chew Kheng Kai 100,000 0.02 - -
7 Ong Pui Shan 200,000 0.04 - -
^^ The beneficiary of late Dato’ Chew Lak Seong’s units in KIP REIT is Datin Teoh Siew Chin.

SUBSTANTIAL UNITHOLDERS
Direct Interest Deemed Interest
No. Name of Substantial Unitholders No. of Units % No. of Units %
1 Dato’ Chew Lak Seong 72,663,514 14.38 44,666,274 8.84
(Deceased on 25 June 2021) ^^
2 Dato’ Ong Kook Liong 88,486,283 17.51 13,878,492 2.75

3 Datin Teoh Siew Chin 34,566,274 6.84 - -

^^ The beneficiary of late Dato’ Chew Lak Seong’s units in KIP REIT is Datin Teoh Siew Chin.
* Deemed interest by virtue of his interest pursuant to Section 8 (4) and 59 (11) (c) of the Companies Act 2016.

116 KIP Real Estate Investment Trust Annual Report 2021


OTHERS

UNITHOLDERS’ STATISTICS
As At 30 July 2021
TOP 30 UNITHOLDERS

No. Name Holdings %


1 MAYBANK NOMINEES (TEMPATAN) SDN BHD 47,463,514 9.39
PLEDGED SECURITIES ACCOUNT FOR CHEW LAK SEONG
2 MAYBANK NOMINEES (TEMPATAN) SDN BHD 41,264,000 8.17
PLEDGED SECURITIES ACCOUNT FOR ONG KOOK LIONG
3 TEOH SIEW CHIN 19,565,781 3.87
4 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 17,900,000 3.54
PLEDGED SECURITIES ACCOUNT FOR CHEW LAK SEONG
5 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 17,900,000 3.54
PLEDGED SECURITIES ACCOUNT FOR ONG KOOK LIONG
6 YAYASAN GURU TUN HUSSEIN ONN 17,000,000 3.36
7 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 15,685,000 3.10
GREAT EASTERN LIFE ASSURANCE (MALAYSIA) BERHAD (PAR 1)
8 TEOH SIEW CHIN 15,000,493 2.97
9 CARTABAN NOMINEES (ASING) SDN BHD 12,500,000 2.47
EXEMPT AN FOR STANDARD CHARTERED BANK SINGAPORE
(EFGBHK-ASING)
10 CARTABAN NOMINEES (ASING) SDN BHD 12,500,000 2.47
EXEMPT AN FOR STANDARD CHARTERED BANK SINGAPORE BRANCH
(BJSSHKBR-CL FR)
11 AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD. 11,400,000 2.26
PLEDGED SECURITIES ACCOUNT FOR ONG KOOK LIONG
12 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 10,862,300 2.15
EMPLOYEES PROVIDENT FUND BOARD (CIMB PRIN)
13 HLB NOMINEES (TEMPATAN) SDN BHD 10,000,000 1.98
PLEDGED SECURITIES ACCOUNT FOR ADAMIN CORPORATION SDN
BHD ( PJCAC)
14 USAINS HOLDING SDN BHD 10,000,000 1.98
15 CARTABAN NOMINEES (ASING) SDN BHD 9,550,000 1.89
EXEMPT AN FOR BOCI SECURITIES LTD (CLIENTS A/C )

KIP Real Estate Investment Trust Annual Report 2021 117


OTHERS

UNITHOLDERS’ STATISTICS
As At 30 July 2021
TOP 30 UNITHOLDERS

No. Name Holdings %


16 DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD 9,423,300 1.86
DEUTSCHE TRUSTEES MALAYSIA BERHAD FOR EASTSPRING
INVESTMENTS SMALL-CAP FUND
17 M & A NOMINEE (TEMPATAN) SDN BHD 8,210,000 1.62
PLEDGED SECURITIES ACCOUNT FOR ONG KOOK LIONG (M&A)
18 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 7,500,000 1.48
KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (AHAM EQUITY
FUND)
19 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 7,300,000 1.44
PLEDGED SECURITIES ACCOUNT FOR CHEW LAK SEONG (7003606)
20 CITIGROUP NOMINEES (TEMPATAN) SDN BHD 7,237,300 1.43
KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (KENANGA)
21 MAYBANK NOMINEES (TEMPATAN) SDN BHD 6,931,700 1.37
ETIQA LIFE INSURANCE BERHAD (LIFE PAR)
22 MAYBANK NOMINEES (TEMPATAN) SDN BHD 6,628,900 1.31
MTRUSTEE BERHAD FOR TENAGA NASIONAL BERHAD RETIREMENT
BENEFIT TRUST FUND (RB-TNB-AHAM)(420317)
23 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 6,600,000 1.31
PLEDGED SECURITIES ACCOUNT FOR ONG KOOK LIONG (7003599)
24 CIMB GROUP NOMINEES (TEMPATAN) SDN BHD 6,138,300 1.21
EXEMPT AN FOR PETROLIAM NASIONAL BERHAD (AFFIN)
25 BERNARD CHANG TZE WAH 5,900,000 1.17
26 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 5,500,000 1.09
PLEDGED SECURITIES ACCOUNT FOR KOK PICK TONG (7004042)
27 KOK PICK TONG 5,196,998 1.03
28 HSBC NOMINEES (TEMPATAN) SDN BHD 4,737,100 0.94
HSBC (M) TRUSTEE BHD FOR ALLIANZ LIFE INSURANCE MALAYSIA
BERHAD (P)
29 MAYBANK NOMINEES (TEMPATAN) SDN BHD 4,213,100 0.83
MEDICAL FUND (IFM AFFINHWANG) (410222)
30 CARTABAN NOMINEES (TEMPATAN) SDN BHD 3,487,700 0.69
TMF TRUSTEES MALAYSIA BERHAD FOR AFFIN HWANG WHOLESALE
EQUITY FUND
TOTAL 363,595,486 71.92%

118 KIP Real Estate Investment Trust Annual Report 2021


OTHERS

CORPORATE DIRECTORY

MANAGER : KIP REIT Management Sdn. Bhd. (Registration No: 201501044317 (1169638-M))

Registered Office :
Level 27.2, Menara 1MK
Kompleks 1 Mont Kiara
No. 1 Jalan Kiara, Mont Kiara
50480 Kuala Lumpur, Malaysia
Telephone No.: +603 6203 5828 / +603 6201 8080
Facsimile No.: +603 6203 2788
Email: slfgroup@slfch.com

Business Office :
Unit B-6, Blok B, Tingkat 6, Menara KIP
No. 1, Jalan Seri Utara 1
Sri Utara Off Jalan Ipoh
68100 Kuala Lumpur, Malaysia
Telephone No.: +603 6259 1133
Facsimile No.: +603 6259 1212
E-mail: info@kipreit.com.my
Website: www.kipreit.com.my

DIRECTORS OF THE MANAGER COMPANY SECRETARY OF THE MANAGER


Dato’ Dr Syed Hussain bin Syed Husman, JP Foo Siew Loon (MAICSA 7006874)
Chairman and Senior Independent Non-Executive Director (SSM Practising Certificate No. 202008002104)
Dato’ Chew Lak Seong (demised on 25 June 2021) Level 27.2, Menara 1MK
Managing Director and Non-Independent Executive Director Kompleks 1 Mont Kiara
Dato’ Eric Ong Kook Liong No. 1 Jalan Kiara, Mont Kiara
Non-Independent Executive Director 50480 Kuala Lumpur, Malaysia
Mr Alex Chew Kheng Kai Telephone No.: +603 6201 8080 / +603 6203 5828
Non-Independent Executive Director Facsimile No,: +603-6203 2788
Datuk Mohamed Arsad bin Sehan
Independent Non-Executive Director TRUSTEE
Mr Chiam Tau Meng Pacific Trustees Berhad
Independent Non-Executive Director (Registration No: 199401031319 (317001-A))
Ms Valerie Ong Pui Shan A-11-8, 11th Floor Megan Avenue 1
Non-Independent Non-Executive Director No. 189, Jalan Tun Razak
Off Persiaran Hampshire
AUDIT AND RISK MANAGEMENT COMMITTEE 50400 Kuala Lumpur, Malaysia
Mr Chiam Tau Meng (Chairman) Telephone No.: +603 2166 8830
Datuk Mohamed Arsad bin Sehan Facsimile No.: +603 2166 3830
Dato’ Dr Syed Hussain bin Syed Husman, JP

NOMINATION COMMITTEE PROPERTY MANAGER


Datuk Mohamed Arsad bin Sehan (Chairman) Henry Butcher (Mont Kiara) Sdn. Bhd.
Dato’ Dr Syed Hussain bin Syed Husman, JP (Registration No: 201501023493 (1148822-P))
Mr Chiam Tau Meng Unit D4-3-3&3A,
Solaris Dutamas,
REMUNERATION COMMITTEE No.1, Jalan Dutamas 1,
Dato’ Dr Syed Hussain bin Syed Husman, JP (Chairman) 50480 Kuala Lumpur
Datuk Mohamed Arsad bin Sehan Telephone No.: +603 6205 3330
Dato’ Chew Lak Seong (demised on 25 June 2021) Website: www.henrybutchermk.com
Mr Alex Chew Kheng Kai (appointed on 29 July 2021)

KIP Real Estate Investment Trust Annual Report 2021 119


OTHERS

CORPORATE DIRECTORY

EXTERNAL AUDITORS REGISTRAR


PricewaterhouseCoopers PLT Boardroom Share Registrars Sdn. Bhd.
(LLP0014401-LCA & AF 1146) (Registration No. 199601006647 (378993-D))
Level 10, 1 Sentral 11th Floor, Menara Symphony,
Jalan Rakyat No. 5, Jalan Prof Khoo Kay Kim, Seksyen 13,
Kuala Lumpur Sentral 46200 Petaling Jaya Selangor, Malaysia
50470 Kuala Lumpur, Malaysia Telephone No.: +603 7890 4700
Telephone No.: +603 2173 1188 Facsimile No. : +603 7890 4670
Website: www.pwc.com/my/en Website : www.boardroomlimited.com

TAX CONSULTANT INTERNAL AUDITOR


PricewaterhouseCoopers Taxation Services Sdn. Bhd. Baker Tilly Monteiro Heng Governance Sdn. Bhd.
(Registration No. 199801008604 (464731-M)) (Registration No. 199501022568 (351771-X))
Level 16, Menara LGB Baker Tilly Tower, Level 10, Tower 1, Avenue 5,
1, Jalan Wan Kadir, Taman Tun Dr Ismail Bangsar South City,
60000, Kuala Lumpur, Malaysia 59200 Kuala Lumpur, Malaysia
Telephone No.: +603 7610 8888 Telephone No.: +603 2297 1000
Website: www.deloitte.com/my Facsimile No. : +603 2282 9980
Website: www.barkertilly.my
PRINCIPAL BANKER OF THE FUND
Maybank Investment Bank Berhad STOCK EXCHANGE LISTING
(Registration No. 197301002412/15938-H) Bursa Malaysia Securities Berhad
32nd Floor, Menara Maybank, Stock Short Name : KIPREIT
100 Jalan Tun Perak, Stock Code : 5280
50050 Kuala Lumpur, Malaysia
Telephone No.: +603 2059 1888 INVESTOR RELATIONS AND CORPORATE COMMUNICA-
Facsimile No.: +603 2301 1377 TIONS
Website: www.maybank-ib.com
Ms Natalie Ong
INDEPENDENT PROPERTY VALUER Investor Relations
CBRE | WTW
C H Williams Talhar & Wong Sdn. Bhd. Email: ir@kipreit.com.my
(Registration No. 197401001098 (18149-U)) Telephone: +603 6259 1133
30-01, 30th Floor, Menara Multi-Purpose @ CapSquare
8 Jalan Munshi Abdullah, P.O. Box 12157
50100 Kuala Lumpur, Malaysia
Telephone No.: +603 2616 8888
Website: www.cbre-wtw.com.my

120 KIP Real Estate Investment Trust Annual Report 2021


OTHERS

NOTICE OF 5TH AGM

NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of the Unitholders of KIP Real Estate Investment Trust (“KIP
REIT”) will be conducted on a fully virtual basis via online meeting to transact the following businesses:
Online Meeting Platform : https://meeting.boardroomlimited.my
(Domain Registration No. with MYNIC - D6A357657)
Provided by Boardroom Share Registrars Sdn. Bhd.
Day and Date : Wednesday 29 September 2021
Time : 10.30am

ORDINARY BUSINESS

1. To lay the Audited Financial Statements of KIP REIT for the financial year ended 30 June 2021 together Please
with the Trustee’s Report to the Unitholders issued by Pacific Trustees Berhad, as trustee for KIP REIT refer to
and Statement by the Manager issued by KIP REIT Management Sdn. Bhd., as the Manager for KIP Explanatory
REIT and the Auditors’ Report thereon. Note I

SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without any modification, the following resolution:

2. PROPOSED AUTHORITY TO ALLOT AND ISSUE NEW UNITS PURSUANT TO PARAGRAPH 6.59 OF Ordinary
THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (“PRO- Resolution
POSED AUTHORITY”)

“THAT pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and
the approval of the relevant regulatory authorities, where such approval is required, authority be and
is hereby given to the Directors of KIP REIT Management Sdn. Bhd. (“the Manager”) to allot and issue
new units in KIP REIT (“New Units”) from time to time to such persons and for such purposes as the
Directors of the Manager may in their absolute discretion deem fit and in the best interest of KIP
REIT, provided that the aggregate number of New Units to be allotted and issued pursuant to this
resolution, when aggregated with the number of units in KIP REIT issued during the preceding 12
months, must not exceed 20% of the approved fund size of KIP REIT for the time being comprising
505,300,000 units;

THAT the Proposed Authority shall be effective and continue to be in force from the date of receipt of
all relevant authorities’ approval or the date the Unitholders pass this resolution, whichever may be
the later, until:
(a) the conclusion of the next annual general meeting (“AGM”) of the Unitholders, at which time it
shall lapse, unless by a resolution passed at the meeting, the authority is renewed; or

(b) the expiration of the period within which the next AGM of the Unitholders is required by law to
be held; or

(c) the Proposed Authority is revoked or varied by the Unitholders in a Unitholders’ meeting;

whichever occurs first (“Validity Period”);

THAT the New Units to be issued pursuant to the Proposed Authority shall, upon allotment and
issuance, rank pari passu in all respects with the existing Units except that the New Units will not be
entitled to any distributable income, right, benefit, entitlement and/or any other distributions that may
be declared before the date of allotment and issuance of such New Units;

KIP Real Estate Investment Trust Annual Report 2021 121


OTHERS

NOTICE OF 5TH AGM

THAT authority be and is hereby given to the Directors of the Manager and the Trustee, acting
for and on behalf of KIP REIT, to give effect to the aforesaid Proposed Authority with full powers
to assent to any conditions, variations, modifications and/or amendments in any manner as the
Manager and the Trustee may deem fit and in the best interest of KIP REIT and/or as may be
imposed by the relevant authorities, and to deal with all matters relating thereto;

AND THAT authority be and is hereby given to the Directors of the Manager and the Trustee, acting
for and on behalf of KIP REIT, to take all such steps and do all acts, deeds and things in any manner
(including the execution of such documents as may be required) as they may deem necessary or
expedient to implement, finalise, complete and give full effect to the Proposed Authority.”

By Order of the Board of


KIP REIT Management Sdn. Bhd.
Registration No. 201501044317 (1169638-M)
(the Manager for KIP REIT)

Foo Siew Loon (MAICSA7006874)


(SSM Practising Certificate No.202008002104)
Company Secretary

Kuala Lumpur
30 August 2021

Notes:

1. In light of the current Covid-19 pandemic and having regard to the well-being and the safety of our Unitholders, the
5th AGM will be conducted on a fully virtual basis via online meeting platform using Remote Participation Electronic
Voting (“RPEV”) facilities. Please follow the procedures provided in the Administrative Guide for the 5th AGM in order
to register, participate and vote remotely via RPEV facilities.

2. Unitholder who is entitled to participate the meeting is entitled to appoint not more than 2 proxies to participate instead
of him/her. A proxy need not be a Unitholder. Where a Unitholder appoints more than 1 proxy, the appointments shall
be invalid unless he/she specifies the proportions of his/her holding (expressed as a percentage of the whole) to be
represented by each proxy.

3. Where a Unitholder is a corporation, its duly authorised representative shall be entitled to participate the meeting and
shall be entitled to appoint another person (whether a Unitholder or not) as its proxy to participate and vote.

4. Where a Unitholder is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991,
it may appoint not more than 2 proxies in respect of each securities account it holds in units standing to the credit of
the said securities account. Where a Unitholder appoints more than 1 proxy, the appointments shall be invalid unless
it specifies the proportions of its holdings (expressed as a percentage of the whole) to be represented by each proxy.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of its attorney duly authorised
in writing or if such appointor is a corporation either under its common seal or under the hand of an officer or attorney
so authorised.

6. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or
a notarial certified copy of such power or authority shall be deposited with the Share Registrar, Boardroom Share
Registrars Sdn. Bhd. at Ground Floor or 11th Floor, Menara Symphony No.5, Jalan Prof Khoo Kay Kim, Seksyen 13,
46200 Petaling Jaya, Selangor, Malaysia no later than 28 September 2021 at 10.30 a.m. being 24 hours before the time
appointed for holding the meeting or any adjournment thereof. Alternatively, you may choose to submit the proxy
appointment via electronic means through Boardroom Smart Investor Portal at https://investor.boardroomlimited.
com before the Form of Proxy submission cut-off time as mentioned above.

122 KIP Real Estate Investment Trust Annual Report 2021


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NOTICE OF 5TH AGM


7. Only Unitholders registered in the Record of Depositors as at 23 September 2021 shall be entitled to participate, vote
and speak at the meeting or appoint proxy(ies) to participate and vote on his/her behalf.

8. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the
Ordinary Resolution set out in the Notice of 5th AGM will be put to vote by way of a poll.

9. Annual Report 2021 is available on KIP REIT’s website www.kipreit.com.my which Unitholders can view or download
at their convenience.

Explanatory Notes on:


(I) Ordinary Business

The Audited Financial Statements laid at this meeting pursuant to clause 13.18(b) of the Guidelines on Listed Real
Estate Investment Trusts (“REITs Guidelines”) are meant for discussion only. The Audited Financial Statements do not
require approval of the Unitholders and therefore, shall not be put forward for voting.

(II) Special Business

The Ordinary Resolution, if passed, will enable the Directors of the Manager to allot and issue New Units from time to
time provided that the aggregate number of the New Units to be issued during the Validity Period, when aggregated
with the number of units issued during the preceding 12 months must not exceed 20% of the approved fund size of KIP
REIT for the time being comprising of 505,300,000 units.

The Proposed Authority will allow the Directors of the Manager the flexibility to allot and issue New Units to raise funds
to finance future investments, acquisitions and/or capital expenditure to enhance the value of KIP REIT and/or to
refinance existing debt as well as for working capital purposes, subject to the relevant laws and regulations. With the
Proposed Authority, delays and further costs involved in convening separate general meeting to approve such issue of
New Units to raise funds can be avoided.
The Directors of the Manager may, subject to relevant laws and regulations, use the net proceeds from the issuance
of New Units under the Proposed Authority at their absolute discretion for other purposes as permitted for under the
REITs Guidelines.

Any allotment and issuance of New Units pursuant to the Proposed Authority will be subject to the relevant approvals
of Bursa Malaysia Securities Berhad and relevant regulatory authorities.

As at the date of this notice, KIP REIT has not issued any Units under the mandate which was approved at the 4th AGM
held on 29 September 2020 and which will lapse at the conclusion of the 5th AGM.

Personal Data Notice

In view of the enforcement of Personal Data Protection Act 2010 (“Act”) which regulates the processing of personal data in
commercial transactions, the Act applies to us, KIP REIT Management Sdn. Bhd. (“the Manager”), being the management
company of KIP REIT. The personal data processed by us may include your name, contact details, and mailing address and
any other personal data derived from any documentation. We may use or disclose your personal data to any person we
may engage for the purpose of the issuance of the Notice of AGM, processing of the Instrument of Proxy and the convening
of the AGM of KIP REIT. As such, it is necessary for us to obtain your personal data in order to carry out the said purposes.
Subject to the requirements under the Act, if you would like to make any enquiries of your personal data, please contact us
at info@kipreit.com.my

KIP Real Estate Investment Trust Annual Report 2021 123


OTHERS

ADMINISTRATIVE GUIDE
Administrative Guide for the Fifth Annual General Meeting (“5th AGM”)
of the Unitholders of KIP Real Estate Investment Trust (“KIP REIT”)

Online Meeting : https://meeting.boardroomlimited.my


Platform (Domain Registration No. with MYNIC - D6A357657)
Provided by Boardroom Share Registrars Sdn. Bhd.
Date & Time : Wednesday 29 September 2021, 10.30am
Dear Unitholders of KIP REIT,

As a precautionary measure amid Covid-19 pandemic, the 5th AGM of KIP REIT will be conducted virtually via the Meeting
Platform, as the safety of our Unitholders, Board of Directors, staffs and other stakeholders who will attend the 5th AGM is of
paramount importance to us.

The Securities Commission Malaysia had on 16 July 2021, revised the Guidance Note and FAQ on the conduct of General
Meetings for Listed Issuers which was originally issued on 18 April 2020 (“the Revised Guidance Note and FAQ”) to require
all meeting participants of a fully virtual general meeting including the Chairperson of the meeting, board members, senior
management and shareholders to participate in the meeting online. Physical gatherings no matter how small are prohibited.
According to the Revised Guidance Note and FAQ, an online meeting platform can be recognised as the meeting venue or
place under Section 327(2) of the Companies Act 2016 provided that the online platform is located in Malaysia.

Kindly ensure that you are connected to the internet at all times in order to participate and vote when the virtual 5th AGM
has commenced. Therefore, it is your responsibility to ensure that connectivity for the duration of the meeting is maintained.
Kindly note that the quality of the live webcast is dependent on the bandwidth and stability of the internet connection of
the participants.

(1) Digital Copies of Annual General Meeting Documents

As part of our commitment to reduce paper usage, the following documents are available on our website.

(a) Annual Report 2021 at www.kipreit.com.my


(b) Notice of the 5th AGM, Form of Proxy and Administrative Guide at www.kipreit.com.my

Should you require a printed copy of the above documents, you may call Ms Natalie Ong at telephone No. +603 6259 1133
or email to info@kipreit.com.my. The requested documents will be forwarded to you by ordinary post within 4 market days
from the date of receipt of your request subject to the National Recovery Plan restrictions at the relevant point of time.

(2) Entitlement to Participate the 5th AGM

In respect of deposited securities, only Unitholders whose names appear on the Record of Depositors on 23 September
2021 shall be eligible to participate the meeting or appoint proxy(ies) to participate and vote on his/her behalf.

(3) Form of Proxy

Unitholders are encouraged to go online, participate and vote at the 5th AGM using RPEV facilities. If you are not able to
participate, you can appoint the Chairman of the meeting as your proxy and indicate the voting instructions in the Form of
Proxy.

Please ensure that the original form is deposited at the Share Registrar, Boardroom Share Registrars sdn. Bhd. at Ground
Floor or 11th Floor, Menara Symphony No.5, Jalan Prof Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor, Malaysia
no later than 28 September 2021 at 10.30 a.m. being 24 hours before the time appointed for holding the meeting or any
adjournment thereof.

Alternatively, you may deposit your Form of Proxy by electronic means through Boardroom Smart Investor Portal at
https://investor.boardroomlimited.com to login and deposit your Form of Proxy electronically, also 24 hours before the
meeting. (Kindly refer to step 2 under “Virtual Meeting Facilities” below).

124 KIP Real Estate Investment Trust Annual Report 2021


OTHERS

ADMINISTRATIVE GUIDE
(4) Revocation of Proxy

If you have submitted your Form of Proxy and subsequently decide to appoint another person or wish to participate in our
virtual AGM by yourself, please write in to bsr.helpdesk@boardroomlimited.com to revoke the earlier appointed proxy 24
hours before the meeting.

(5) Voting Procedures

Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, voting at the
annual general meeting will be conducted by poll. Poll Administrator and Independent Scrutineers will be appointed to
conduct the polling process and verify the results of the poll respectively.

(6) Virtual Meeting Facilities


Procedure Action
Before the day of the AGM
1. Register Online [Note: If you have already signed up with Boardroom Smart Investor Portal, you are not required
with Boardroom to register. You may proceed to Step 2.]
Smart Investor
Portal a. Access website https://investor.boardroomlimited.com
b. Click <<Login>> and click <<Register>> to sign up as a user.
c. Complete registration and upload softcopy of MyKAD (front and back) or Passport.
d. Please enter a valid email address.
e. Your registration will be verified and approved within one business day and an email
notification will be provided.
2. Submit request Registration for remote access will be opened at 10.30 a.m. on 30 August 2021. Please note that
for remote the closing time to submit your request is at 10.30 a.m. on 28 September 2021 (24 hours before
participation the commencement of the AGM).

Individual Member
a. Log into website https://invetor.boardroomlimited.com
b. Select “KIP REIT 5TH ANNUAL GENERAL MEETING” from the list of Corporate Meetings
and click “Enter”.
c. Click on “Register for RPEV”.
d. Read and accept the General Terms & Conditions and click “Next”.
e. Enter your CDS Account Number and thereafter submit your request.

KIP Real Estate Investment Trust Annual Report 2021 125


OTHERS

ADMINISTRATIVE GUIDE
2. Submit request Appointment of Proxy
for remote a. Log in to https://investor,boardroomlimited.com using your user ID and password from
participation Step 1 above.
b. Select “KIP REIT 5TH ANNUAL GENERAL MEETING” from the list of Corporate Meetings
and click “Enter”.
c. Click on “Submit eProxy Form”.
d. Read and accept the General Terms & Conditions and click “Next”.
e. Enter your CDS Account Number and number of securities held.
f. Select your proxy - either the Chairman of the meeting or individual named proxy(ies) and
enter the required particulars of your proxy(ies).
g. Indicate your voting instructions - FOR or AGAINST, otherwise your proxy will decide your
vote.
h. Review and confirm your proxy appointment..
i. Click “Apply”.
j. Downloard or print the eProxy form as acknowledgement.

Corporate Unitholders
a. Write in to bsr.helpdesk@boardroomlimited.com by providing the name of Member,
CDS Account Number accompanied with the Certificate of Appointment of Corporate
Representative or Form of Proxy (as tge case may be) to submit the request.
b. Please provide a copy of Corporate Representative’s or Proxy’s MyKad (Front and Back) or
Passport in JPEG, PNG or PDF format as well as his/her email address.
3 Email notification a. You will receive notification(s) from Boardroom that your request(s) has/have been received
and is/are being verified.
b. Upon system verification against the General Meeting Record of Depositories as at 23
September 2021, you will receive an email from Boardroom either approving or rejecting
your registration for remote participation. If your registration for remote participation
is approved, you will receive an email notification from Boardroom with the Meeting ID
together with your remote access user ID and password.

On the day of the AGM


4. Login to Meeting a. The Meeting Platform will be open for login one (1) hour before the commencement of
Platform the AGM.
b. The Meeting Platform can be accessed via one of the following:
c. Scan the QR Code provided in the email notification;
d. Navigate to the website at https://meeting.boardroomlimited.my
e. Insert the Meeting ID and sign in with the user ID and password provided to you via the
email notification in Step 3.

5. Participate [Note: Please follow the User Guides provided in the confirmation email above to view the live
webcast, submit questions and vote. Questions submitted online will be moderated before
being sent to the Chairman to avoid repetition. All question and messages will be presented
with the full name and identity of the participant raising the question.]

a. If you would like to view the live webcast, select the broadcast icon.

b. If you would like to ask a question during the AGM, select the messaging icon.

c. Type your message within the chat box, once completed click the send button.

126 KIP Real Estate Investment Trust Annual Report 2021


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ADMINISTRATIVE GUIDE

6. Voting a. Once voting has been opened, the polling icon will appear with the resolutions and your
voting choices until the Chairman declares the end of the voting session.
b. To vote simply select your voting direction from the options provided. A confirmation
message will appear to show your vote has been received.
c. To change your vote, simply select another voting direction.
d. If you wish to cancel your vote, please press “Cancel”.

7. End of Participation Upon the announcement by the Chairman on the closure of the AGM, the live webcast will
end and the Messaging window will be disabled.

(7) No Distribution of Door Gifts, Food and Beverages

There will be no distribution of food voucher or door gift to Unitholders.

(8) Enquiry

If you have any enquiries on the virtual 5th AGM facilities (technical assistance) prior to the meeting, please contact the
following during office hours from Mondays to Fridays (8.30 a.m. to 5.30 a.m.):

Boardroom Share Registrars Sdn. Bhd.


Address : 11th Floor, Menara Symphony
No. 5 Jalan Prof. Khoo Kay Kim
Seksyen 13
46200 Petaling Jaya
Selangor Darul Ehsan
Malaysia
General Line : 603-7890 4700
Fax Number : 603-7890 4670
Email : bsr.helpdesk@boardroomlimited.com

(9) Mode of Communication of the virtual 5th AGM

(a) Typed text in the Meeting Platform


(b) Email questions to ir@kipreit.com.my prior to the meeting
(c) Unitholders may submit questions by logging into the Boardroom Smart Investor Portal at
http://investor.boardroomlimited.com prior to the meeting.

(10) Personal Data Privacy

By registering for the RPEV meeting and/or submitting the instrument appointing proxy(ies) and/or representative(s), the
Unitholder has consented to the use of such data for purposes of processing and administration by KIP REIT (or its agents);
and to comply with any laws, listing rules, regulations and/or guidelines. The Unitholder agrees that he/she will indemnify
KIP REIT in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Unitholder’s breach
of warranty.

(11) Communication Guidance

Due to the constant evolving Covid-19 pandemic situation in Malaysia, we may be required to change the arrangements of
our 5th AGM at short notice. Kindly check the website or announcements of KIP REIT for the latest updates on the status of
the 5th AGM.

KIP Real Estate Investment Trust Annual Report 2021 127


KIP REAL ESTATE INVESTMENT TRUST

(Established in Malaysia under the Trust Deed dated 2 November 2016 and as amended and restated by the Restated
Trust Deed dated 12 December 2019 and Supplementary Deed dated 29 September 2020, entered into between KIP REIT
Management Sdn. Bhd. and Pacific Trustees Berhad, constituting KIP REIT and registered with the Securities Commission
Malaysia on 4 November 2016, 2 January 2020 and 12 October 2020 respectively)
No. of Units Held CDS Account No.
FORM OF PROXY

I/We _______________________________________________________ (name of Unitholder as per NRIC, in capital letters) NRIC


No./Passport No./Company No. ________________________________ Tel./Mobile No. ________________________________of
_________________________________________________________________________________________________(full address)
being a Unitholder/Unitholders of KIP REAL ESTATE INVESTMENT TRUST (“KIP REIT”) and entitled to vote hereby appoint:-

FIRST PROXY ‘A’


Full name: Proportion of unitholdings
represented
No. of Units %
Address: NRIC No./Passport No./
Company No.:

and/or failing *him/her


SECOND PROXY ‘B’
Full name: Proportion of unitholdings
represented
No. of Units %
Address: NRIC No./Passport No./
Company No.:

or failing *him/her, the Chairman of the Meeting as *my/our proxy to vote for *me/us on *my/our behalf at the Fifth Annual
General Meeting of KIP REIT to be conducted on a fully virtual basis via RPEV facilities on the following Meeting Platform,
set out below and at any adjournment thereof:

Online Meeting : https://meeting.boardroomlimited.my


Platform (Domain Registration No. with MYNIC - D6A357657)
Provided by Boardroom Share Registrars Sdn. Bhd.
Day and Date : Wednesday, 29 September 2021
Time : 10.30am

* Strike out whichever not applicable

Resolution For Against


Ordinary Resolution - Proposed Authority

Please indicate with an “X” in the space below on how you wish to direct your proxy to cast his/her votes. If you do not do
so, the proxy/proxies will vote or abstain from voting at his/her/their discretion.

Dated this day 2021

_________________________________________________________
Signature of Unitholder/Common Seal (if Unitholder is a Corporation)
Fold this flap for sealing

Then fold here

AFFIX
STAMP

The Company Secretary


KIP REIT MANAGEMENT SDN BHD
Registration No. 201501044317 (1169638-M)
(The Manager for KIP Real Estate Investment Trust)
Unit 27.2, Menara 1MK, Kompleks 1 Mont Kiara,
No. 1, Jalan Kiara, Mont Kiara,
50480 Kuala Lumpur

1st fold here


KIP REAL ESTATE INVESTMENT TRUST

KIP RET MANAGEMENT SDN. BHD. Phone Email


(Registration No. 201501044317) +603 6259 1133 info@kipreit.com.my
Manager for KIP REIT

Unit B-6, Blok B, Tingkat 6, Menara KIP Fax Website


No. 1 Jalan Seri Utara, 1 Seri Utara Off Jalan Ipoh
+603 6259 1212 www.kipreit.com.my
68100 Kuala Lumpur Malaysia

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