STRENGTH IN UNITY Directors’ Report 88 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 and is wholly-owned by Redwood Investor (Cayman) Ltd., Redwood Investor (Cayman) Ltd. is wholly owned by Redwood Investor II (Cayman) Ltd.. The voting rights of Redwood Investor II (Cayman) Ltd. 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. and Redwood Investor (Cayman) Ltd. will be deemed to be interested in the Shares held by Redwood Investment Company, Ltd.. Besides, as at 31 December 2023, 850,000 Shares were held by Redwood Consulting (Cayman) Ltd. (“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 the Shares held by Redwood Consulting (Cayman) Ltd.. 5. This includes 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. For each of Mr Jinchu Shen and Mr Stuart Gibson, as of 31 December 2023, 130,600 Shares underlying the PSUs were vested, 587,700 Shares were lapsed, with the remaining 261,200 Shares to be vested in 2024 and 2025. On 20 July 2023, each of Mr Jinchu Shen and Mr Stuart Gibson was granted 280,910 Shares underlying the PSUs (will vest in three equal tranches in the second quarter of 2025, 2026 and 2027 respectively, and a payout multiplier (0 to 150%) tied to the achievement level of the pre-determined targets will be applied. The maximum number of Shares underlying the PSUs based on 150% vesting is 421,365.); and 280,910 Shares underlying the RSUs (will vest in four equal tranches on the first, second, third and fourth anniversaries of the grant date, subject to fulfilment of relevant vesting conditions). 7. JL Investment Group Limited, JL Investment Group II Limited and JL Electron (BVI) Limited directly holds 101,984,984 Shares, 90,984,985 Shares and 34,889,518 Shares respectively, and all of 3 companies are 100% controlled by Mr Hwee Chiang Lim. 8. The short position represents that Redwood Investor II (Cayman) Ltd. became the holder of, wrote or issued equity derivatives 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 2023, 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. DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES Save for the information disclosed in the paragraph headed “Directors’ and Chief Executives’ Interests and Short Positions In Shares, Underlying Shares and Debentures” above, at no time during the year ended 31 December 2023 and up to the date of this report was the Company or any of its subsidiaries, holding company or a subsidiary of the Company’s holding company a party to any arrangement whose objects were, or one of whose objects was, to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors of the Company (including their spouses or children under the age of 18) had any interest in or was granted any rights to subscribe for the equity or debt securities of the Company or any other body corporate or had exercised any such right.
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