ESR Group Limited Interim Report 2024 Corporate Governance and Other Information 21 Notes: 1. The Letter “L” denotes the long position in the Shares. 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. As at 30 June 2024, 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. 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. For each of Mr. Jinchu Shen and Mr. Stuart Gibson, as of 30 June 2024, 261,200 Shares underlying the PSUs were vested, 587,700 Shares were lapsed, with the remaining 130,600 Shares to be vested in 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. Redwood Investment Company, Ltd. (“RIC”) originally held 448,933,103 Shares and 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) 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) Limited will be deemed to be interested in the Shares held by RIC. The transfer of Shares from RIC to SOF-12 Sequoia Investco Ltd (“Sequoia Investco”) was completed on 5 April 2024. In connection therewith RIC or its affiliate will have right to receive certain interests in Sequoia Investco or its affiliate, and Sequoia Investco or its affiliate is under an obligation to pay RIC or its affiliate a cash consideration if certain conditions are met. Save as disclosed above, as at 30 June 2024, 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. SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES As at 30 June 2024, so far as the Directors and Chief Executives of the Company are aware, other than the interests of the Directors and Chief Executives of the Company as disclosed in the section titled “Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures”, the following persons had, or were deemed to have, interests or short positions in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register required to be kept under section 336 of the SFO: Name of shareholder Capacity/nature of interest Number of Shares/underlying Shares held (Note 1) Approximate percentage of shareholdings Warburg Pincus & Co. Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% Warburg Pincus China GP, L.P. Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% Warburg Pincus China, L.P. Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% Warburg Pincus Partners GP LLC Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% Warburg Pincus Partners II, L.P. Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% Warburg Pincus Private Equity XII, L.P. Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% Warburg Pincus XII, L.P. Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% WP Global LLC Interest of controlled corporations (Note 2) 591,440,160(L) 14.04% Warburg Pincus Partners GP LLC Interest of controlled corporations (Note 2) 591,440,160(L) 14.04%
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