ESR AR 2019 EN

Directors’ Report 104 Focused DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES As at 31 December 2019, the interests and short positions of Directors and chief executive of the Company 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 the Model Code for Securities Transactions by Directors of Listed Issuers (“ Model Code ”) are as follows: Name of Director Capacity/nature of interest Number of ordinary shares held (Note 1) Approximate percentage of shareholdings Mr Jinchu Shen Interest of controlled corporations (Note 2) 285,758,717 (L) (Note 3) 9.41% Mr Stuart Gibson Interest of controlled corporations (Note 4) 421,835,167 (L) (Note 5) 13.89% Mr Charles Alexander Portes Interest of controlled corporations (Note 4) 421,835,167 (L) (Note 5) 13.89% Notes: 1. The Letter “L” denotes the long position in the Shares. 2. Laurels Capital Investments Limited 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 3,899,928 Shares underlying the share options pursuant to the Tier 1 ESOP 4. Redwood Investment Company, Ltd. is owned as to 42.0% and 58.0% by Kurmasana Holdings, LLC and Redwood Investor (Cayman) Ltd, respectively, of which Kurmasana Holdings, LLC is wholly-owned by Redwood Investor (Cayman) Ltd. and the voting rights of Redwood Investor (Cayman) Ltd. are controlled as to 50% and 50% by Mr Charles Alexander Portes and Mr Stuart Gibson, respectively. Hence, each of Mr Charles Alexander Portes, Mr Stuart Gibson, Redwood Investor (Cayman) Ltd. and Kurmasana Holdings, LLC will be deemed to be interested in the Shares held by Redwood Investment Company, Ltd.. Redwood Consulting (Cayman) Limited is owned as to 50.0% and 50.0% 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. Inclusive of the interest in 16,899,687 Shares underlying the share options pursuant to the Tier 1 ESOP Save as disclosed above, as at 31 December 2019, none of the Directors and chief executive 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 the Model Code. DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES Save for the information disclosed in the paragraph headed “Directors’ and Chief Executive’s Interests and Short Positions In Shares, Underlying Shares and Debentures” above, at no time during the year ended 31 December 2019 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.