STRENGTH IN UNITY Directors’ Report 90 Notes: 1. The Letters “L” and “S” denote the long position and the short position in the Shares respectively. 2. Alexandrite Gem Holdings Limited (“Gem Holdings”) and Athena Logistics Holdings Ltd. (“Logistics Holdings”) directly holds 503,733,253 Shares and 87,706,907 Shares respectively. Gem Holdings and Logistics Holdings are wholly owned subsidiary of Alexandrite Gem TopCo Ltd (“Gem TopCo”) and Athena Logistics TopCo Ltd. (“Logistics TopCo”) respectively. Both Gem TopCo and Logistics TopCo are wholly owned subsidiary of Alexandrite Athena GroupCo Ltd. (“Alexandrite Athena GroupCo”). Alexandrite Athena GroupCo is owned as to 41.46% and 35.19% by Warburg Pincus China, L.P. (“WP China”) and Warburg Pincus Private Equity XII, L.P. (“WPP Equity”) respectively. WP China and WPP Equity are wholly owned subsidiary of Warburg Pincus China GP, L.P. (“WP China GP”) and Warburg Pincus XII, L.P. (“WP XII”) respectively. Both WP China GP and WP XII are wholly owned by WP Global LLC. The managing member of WP Global LLC is Warburg Pincus Partners II, L.P. (“WPP II”). The general partner of WPP II is Warburg Pincus Partners GP LLC (“WPP GP”), the managing member of which is Warburg Pincus & Co. Accordingly, each of Gem TopCo, Logistics TopCo, Alexandrite Athena GroupCo, WP China, WPP Equity, WP China GP, WP XII, WP Global LLC, WPP II, WPP GP and Warburg Pincus & Co. are deemed to be interested in the underlying Shares held by Gem Holdings and Logistics Holdings. 3. 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.. 4. Laurels Capital Investments Limited is wholly owned by The Shen Trust. The settlor of The Shen Trust is Rosy Fortune Limited, the sole shareholder of which is Mr Jinchu Shen. The trustee of The Shen Trust is Tricor Equity Trustee Limited. Rosy Fortune Limited has a deemed interest under the SFO in the Shares held by The Shen Trust in its capacity as settlor of The Shen Trust, 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 and Tricor Equity Trustee Limited has a deemed interest under the SFO in the Shares held by The Shen Trust in its capacity as trustee of The Shen Trust. As at 31 December 2023, 319,658,645 Shares of the total issued shares of the Company (inclusive of the interest in 7,799,856 Shares underlying the share options pursuant to the Tier 1 ESOP) were held by Laurels Capital Investments Limited as the beneficial owner. 5. The Shares held as beneficial owner included the 192,000 options to subscribe for Shares which are 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 three 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 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 2023, the Directors were not aware of any persons (who were not Directors or Chief Executives of the Company) who had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under Divisions 2 and 3 of Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register of the Company referred to therein. EQUITY-LINKED AGREEMENTS Save as the information disclosed in paragraphs headed “KM ESOP, Tier 1 ESOP and Post-IPO Share Option Scheme and the Long Term Incentive Scheme” in this report, the Company did not enter into any equity-linked agreement for the year ended 31 December 2023, nor was there any equity-linked agreement entered into by the Company subsisting as at 31 December 2023.
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