DIRECTORS’ REPORT Notes: 1. The letter “L” denotes the long position in the Shares. 2. On 4 August 2021 , Alexandrite Gem Holdings Limited (“Gem Holdings”) entered into an agreement to acquire 491,796,865 consideration shares in ESR Cayman Limited and an interest in a further 11,971,387 VLN shares under a vendor loan note, and Athena Logistics Holdings Ltd. (“Logistics Holdings”) to acquire 46,422,668 consideration shares in ESR Cayman Limited and an interest in a further 41,284,239 VLN shares under a vendor loan note, subject to the satisfaction of certain conditions. By reference to an announcement made by the Company on 12 October 2021, the parties agreed no VLN would be issued and additional Shares would be issued instead. 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 Eqiuty 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 420,521,337 Shares of the Company and is owned as to 42% and 58% 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 directly holds the 32,750,882 Shares (Inclusive of the interest in 16,899,687 Shares underlying the share options pursuant to the Tier 1 ESOP.) of the Company 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 (Cayman) Limited. Mr Stuart Gibson is also deemed to be interest in 73,000 Shares held by his spouse 4. Laurels Capital Investments Limited directly holds the Shares of the Company and 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 2021, 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. JD Property Holding Limited (“JD Property Holding”, formerly known as JD Logistics Holding Limited) directly holds the Shares of the Company and is a wholly owned subsidiary of Jingdong Technology Group Corporation. Jingdong Technology Group Corporation is a wholly owned subsidiary of JD.com, Inc., a Cayman Islands company with its American depository shares listed on the Nasdaq Global Select Market. Max Smart Limited, a BVI company beneficially owned by Mr Qiangdong Liu (劉強東) through a trust, owned 13.5% of the total outstanding ordinary shares and 72.9% of the total outstanding voting power of JD.com, Inc. as of February 28, 2021. Therefore, each of Jingdong Technology Group Corporation, JD.com, Inc., Max Smart Limited and Mr Qiangdong Liu is deemed to have beneficial ownership over the Shares held by JD Property Holding. UBS Trustees (B.V.I.) Limited 100% controls UBS Nominees Limited, and Max Smart Limited is 100% directly held by UBS Nominees Limited. Therefore, each of UBS Trustees (B.V.I.) Limited and UBS Nominees Limited is deemed to have beneficial ownership over the shares held by Max Smart Limited. 6. APG Asset Management N.V. (“APG-AM”) is the investment manager of Stichting Depositary APG Strategic Real Estate Pool (“APG-Stichting”), which is the holder of the relevant Shares. APG-AM is wholly-owned by APG Groep N.V., which is 92.16% owned by Stichting Pensioenfonds ABP, which is an investor in APG Strategic Real Estate Pool. Each of Stichting Pensioenfonds ABP, APG-AM and APG Groep N.V., are therefore deemed to be interested in the Shares held by APG-Stichting. 7. Capital International Limited, Capital International Sarl and Capital International, Inc., which are wholly owned subsidiaries of Capital Group International, Inc., were the beneficial owner of 802,400 Shares, 4,413,000 Shares and 824,600 Shares respectively. Capital Group International, Inc. is a wholly owned subsidiary of Capital Research and Management Company, which in turn is a wholly owned subsidiary of The Capital Group Companies, Inc. Besides, Capital Research and Management Company was the beneficial owner of 169,878,953 Shares. By virtue of the SFO, Capital Research and Management Company is deemed to have beneficial ownership over the Shares held by Capital International Limited, Capital International Sarl and Capital International, Inc.; and The Capital Group Companies, Inc. is deemed to be interested in the Shares held by Capital Research and Management Company. Save as disclosed above, as at 31 December 2021, the Directors were not aware of any persons (who were not Directors or chief executive 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 2021, nor was there any equity-linked agreement entered into by the Company subsisting as at 31 December 2021. R E A C H I N G N E W H E I G H T S 102
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