ESR Group AR2023 eBook EN

STRENGTH IN UNITY Directors’ Report 116 The Independent Non-executive Directors have reviewed the continuing connected transactions for the Leasing Services under the Framework Agreement for the year ended 31 December 2023 and confirmed that such transactions have been: (1) entered into in the ordinary and usual course of business of the Group; (2) conducted on normal commercial terms or better (as defined in the Listing Rules); and (3) carried out according to the terms in the relevant transaction agreements, which are fair and reasonable and in the interests of the Shareholders as a whole. The auditors of the Company have performed the relevant assurance procedures regarding the continuing connected transactions for the Leasing Services under the Framework Agreement during the period from 12 January 2023 to 11 January 2024, and confirmed by way of a letter to the Board of Directors that nothing has come to their attention that cause them to believe that such transactions: (1) have not been approved by the Board of Directors; (2) were not, in all material respects, in accordance with the pricing policies of the Group for transactions involving the provision of services by the Group; (3) were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and (4) have exceeded the annual cap as set by the Company. RELATED PARTY TRANSACTIONS Parties are considered to be related if one party has the ability, directly or indirectly, control the other party or exercise significant influence over the other party in making financial and operation decisions. Parties are also considered to be related if they are subject to common control. Members of the Company’s key management and their close family member are also considered as related parties. For a discussion of related party transactions, see note 40 to the Consolidated Financial Statements. Directors believe that the related party transactions were carried out on an arm’s length basis and will not distort the results during the year ended 31 December 2023 or make such results not reflective of the future performance. All the related party transactions described in this note are exempt from the reporting, announcement or independent shareholders’ approval requirements under Rules 14A.76(1)(a) and (b) of the Listing Rules.

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