ESR Group Limited Annual Report 2022 Directors’ Report 89 Name of Director Capacity/nature of interest Number of Shares held (Note 1) Approximate percentage of shareholdings as at 31 December 2022 Mr Charles Alexander Portes Interest of controlled corporations (Note 4) 449,783,103 (L) 10.17% 149,644,368 (S) (Note 8) 3.38% Mr Hwee Chiang Lim Interest of controlled corporations (Note 7) 203,969,969 (L) Beneficial owner 8,402,959 (L) 212,372,928 (L) 4.80% Mr Brett Harold Krause Beneficial owner 145,000 (L) 0.00% Ms Jingsheng Liu Beneficial owner 69,200 (L) 0.00% Ms Wei Lin Kwee Beneficial owner 8,000 (L) 0.00% Mr Robin Tom Holdsworth (retired on 1 June 2022) Beneficial owner 8,000 (L) 0.00% Notes: 1. The Letters “L” and “S” denote the long position and the short position in the Shares respectively. 2. Laurels Capital Investments Limited directly holds the Shares of the Company and is wholly owned by The Shen Trust. In respect of The Shen Trust, the settlor is Rosy Fortune Limited (the sole shareholder of which is Mr Jinchu Shen). Mr Jinchu Shen has a deemed interest under the SFO in the Shares held by The Shen Trust solely in his capacity as the sole shareholder of the settlor of The Shen Trust. 3. Inclusive of the interest in 7,799,856 Shares underlying the share options pursuant to the Tier 1 ESOP. 4. Redwood Investment Company, Ltd. directly holds 448,933,103 Shares of the Company and is owned as to 42% and 58% by Kurmasana Holdings, LLC and Redwood Investor (Cayman) Limited respectively, of which Kurmasana Holdings, LLC is wholly-owned by Redwood Investor (Cayman) Limited, Redwood Investor (Cayman) Limited is wholly owned by Redwood Investor II (Cayman) Ltd. and the voting rights of Redwood Investor II (Cayman) Limited are controlled as to 45.87% and 45.87% by Mr Charles Alexander Portes and Mr Stuart Gibson, respectively. Hence, each of Mr Charles Alexander Portes, Mr Stuart Gibson, Redwood Investor II (Cayman) Ltd., Redwood Investor (Cayman) Limited and Kurmasana Holdings, LLC will be deemed to be interested in the Shares held by Redwood Investment Company, Ltd.. Besides, as at 31 December 2022, 850,000 Shares were held by Redwood Consulting (Cayman) Limited (“Redwood Consulting”) as beneficial owner. Redwood Consulting is owned as to 50% and 50% by Mr Charles Alexander Portes and Mr Stuart Gibson, respectively. Hence, each of Mr Charles Alexander Portes and Mr Stuart Gibson are deemed to be interested in Shares held by Redwood Consulting (Cayman) Limited. 5. This represents 192,000 options to subscribe for Shares granted under the Post-IPO Share Option Scheme to each of Mr Jinchu Shen and Mr Stuart Gibson. The options granted to Mr Jinchu Shen are physically settled unlisted derivatives, and the options granted to Mr Stuart Gibson are unlisted derivatives which are not physically or cash settled. 6. This represents 979,500 Shares underlying the PSUs under the Long Term Incentive Scheme granted to each of Mr Jinchu Shen and Mr Stuart Gibson. All the Shares granted to Mr Jinchu Shen and Mr Stuart Gibson are unlisted derivatives which are not physically or cash settled. The number of shares underlying the PSUs is based on 150% of the initial number of Shares subject to the PSUs. The vesting of the PSUs is subject to fulfilment of relevant performance conditions and the final number of Shares subject to the PSUs can vary from 0% to 150% of the initial number of Shares subject to the PSUs. 7. JL Investment Group Limited and JL Investment Group II Limited directly holds 101,984,984 Shares and 101,984,985 Shares respectively, and both companies are 100% controlled by Mr Hwee Chiang Lim. 8. The short position represents Redwood Investor II (Cayman) Ltd. became the holder of, wrote or issued equity derivatives under which are under an obligation to pay another person an amount if the price of the underlying shares is above a certain level. Save as disclosed above, as at 31 December 2022, none of the Directors and chief executives of the Company has any interests and short positions in the Shares, underlying Shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) (i) as recorded in the register required to be kept under section 352 of the SFO; or (ii) as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or the Model Code. STRATEGIC REPORT FINANCIAL STATEMENT CORPORATE GOVERNANCE
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