FORWARD TOGETHER Directors’ Report 112 Save as disclosed above, during the year ended 31 December 2022, there were no other material acquisitions and disposals of subsidiaries, associates and joint ventures. PRE-EMPTIVE RIGHTS There are no provisions for pre-emptive rights under the Articles of Association or the Cayman Companies Law, which would oblige the Company to offer new Shares on a pro rata basis to the existing Shareholders. CONNECTED TRANSACTIONS (INCLUDING CONTINUING CONNECTED TRANSACTIONS) Save as the connected transactions disclosed below, the Company did not have any transaction with connected persons of the Group that were subject to the reporting, announcement or independent shareholders’ approval requirements as required under the Listing Rules during the year ended 31 December 2022. All connected transactions are subject to the review and approval by the Board of Directors. The Company has complied with the applicable requirements of Chapter 14A of the Listing Rules for the year ended 31 December 2022. Continuing Connected Transactions Pursuant To Rule 14A.60 Of The Listing Rules Reference is made to (i) the announcements of the Company dated 4 August 2021, 24 August 2021, 12 October 2021, 3 November 2021 and 20 January 2022 and the circular issued by the Company dated 18 October 2021 in relation to the ARA Acquisition, which was completed on 20 January 2022; and (ii) the announcement of the Company dated 23 January 2022, with regards to the continuing connected transaction pursuant to Rule 14A.60 of the Listing Rules. Following the completion of the ARA Acquisition, Alexandrite Gem and Athena Logistics together held approximately 13.2% of the shareholding interest in the Company. Each of Alexandrite Gem and Athena Logistics was an investment holding company indirectly wholly owned by funds managed or advised by Warburg Pincus LLC or its affiliates. Prior to the completion of the ARA Acquisition, on 17 January 2022, ESR V Investment Holding Pte. Ltd (“ESR V Investment”), a wholly-owned subsidiary of the Company, entered into management agreements with each of BW Industrial Development Thoi Hoa One Member Limited Liability Company and BW Industrial Development Thoi Hoa (Project 02) One Member Limited Liability Company (each, a “BW JV”) pursuant to which that BW JV had appointed ESR V Investment to provide certain management services to that BW JV in relation to the business of that BW JV (each, a “BW Management Agreement”). As each BW JV was 51% indirectly owned by Cong Ty Co Phan Sao Hoa Toan Quoc (“BW”), which in turn is controlled by entities managed or advised by Warburg Pincus LLC or its affiliates, as are Alexandrite Gem and Athena Logistics, each BW JV became a connected person of the Company upon the completion of the ARA Acquisition. Therefore, following the completion of the ARA Acquisition, the transactions under each BW Management Agreement became continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The BW Management Agreements have been terminated on 12 January 2023 (after trading hours) as ESR V Investment entered into the Termination Agreements with each of the BW JVs. There was no transaction effected under the BW Management Agreements during the year ended 31 December 2022 and up to 12 January 2023. For detailed information, please refer to the Company’s announcements dated 23 January 2022 and 12 January 2023. Connected Transaction In Relation To The Provision Of A Loan Facility By reference to the announcement of the Company dated 24 October 2022 and 11 December 2022, the Company (as lender), Redwood Consulting (Cayman) Ltd. (as borrower) (the “Borrower”), and Mr Charles Alexander Portes and Mr Stuart Gibson (both being Directors of the Company) as guarantors (together, the “Guarantors”) entered into a standby facility agreement (the “Loan Agreement”) on the terms described below.
RkJQdWJsaXNoZXIy MTIwODcxMw==