ESR Group AR2022 eBook EN

ESR Group Limited Annual Report 2022 Notes to the Consolidated Financial Statements 31 December 2022 215 41. SHARE CAPITAL (continued) A summary of movements in the Company’s share capital is as follows: Number of shares in issue Share capital Share premium account Total US$’000 US$’000 US$’000 At 1 January 2021 3,059,814,917 3,060 2,064,135 2,067,195 Share-based compensation plan exercised (note (i), (ii)) 2,662,626 3 121 124 Share repurchased and cancellation (note (iii)) (13,873,800) (14) (42,068) (42,082) At 31 December 2021 and 1 January 2022 3,048,603,743 3,049 2,022,188 2,025,237 Acquisition of subsidiaries 1,345,898,078 1,346 4,338,816 4,340,162 Issue of new shares 76,689,349 77 249,923 250,000 Share-based compensation plan exercised (note (iv), (v), (vi)) 15,162,222 14 6,545 6,559 Share repurchased and cancellation (note (vii)) (64,089,200) (64) (169,253) (169,317) At 31 December 2022 4,422,264,192 4,422 6,448,219 6,452,641 Notes: (i) 2,662,626 shares were issued by the Company for a nil cash consideration in satisfaction of 4,837,951 share options exercised in 2021 at the exercise price of US$0.99 per share (note 42). An amount of US$3,216,000 (before tax of US$1,851,000) was transferred from the share-based payment reserve to share capital and share premium upon the exercise of the share options. (ii) During the year ended 31 December 2021, the Company paid withholding tax of US$1,241,000 in relation to share options exercised in the previous financial year. The withholding tax expense was recorded in share premium account. (iii) During the year ended 31 December 2021, the Company repurchased 13,873,800 of its own shares on the Hong Kong Stock Exchange for a consideration of approximately US$42,082,000. The repurchased shares have been cancelled and the amount paid for the purchase of the shares has been charged to share capital and share premium. (iv) 14,955,955 shares were issued by the Company for a nil cash consideration in satisfaction of 19,396,448 share options exercised in 2022 at the exercise price of US$0.5 per share and 206,267 shares were issued by the Company in satisfaction of 464,134 award of RSUs granted under the Long Term Incentive Scheme vested in 2022 (note 42). An amount of US$8,203,000 (before tax of US$135,000) was transferred from the share-based payment reserve to share capital and share premium upon the exercise of the share-based compensation plan. (v) Pursuant to the rules and trust deed of the Long Term Incentive Scheme (“LTI Scheme”) adopted on 2 June 2021, the trustee of the LTI Scheme had purchased on the Hong Kong Stock Exchange a total of 387,700 shares of the Company at a total consideration of US$1,158,000 during the year ended 31 December 2022. (vi) During the year ended 31 December 2022, the Company paid withholding tax of US$351,000 in relation to share options exercised in the previous financial year. The withholding tax expense was recorded in share premium account. (vii) During the year ended 31 December 2022, the Company repurchased 69,739,200 of its own shares on the Hong Kong Stock Exchange for a consideration of approximately US$169,317,000. 64,089,200 shares have been cancelled before the reporting date of 31 December 2022 and 5,650,000 shares were cancelled subsequent to the reporting date in January 2023, the amount paid for the purchase of the shares has been charged to share capital and share premium. STRATEGIC REPORT FINANCIAL STATEMENT CORPORATE GOVERNANCE

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