ESR Group Limited Interim Report 2023 Corporate Governance and Other Information 27 No further options will be issued under the KM ESOP in the future. During the six months ended 30 June 2023, since all options holders opted for net share settlement method in lieu of paying in full the exercise price for the number of shares over which the option was exercised, only a net total of 1,880,599 ordinary shares were issued by the Company for the six months ended 30 June 2023 in satisfaction of the 4,312,619 options so exercised. The shares were issued at nominal value of US$0.001. 2. Tier 1 ESOP Below is a summary of the principal terms of the Tier 1 ESOP of the Company. The terms of the Tier 1 ESOP are not subject to the provisions of Chapter 17 of the Listing Rules. (i) Purpose The Tier 1 ESOP is intended to provide our Company with a flexible means of retaining, incentivizing, rewarding, remunerating, compensating and/or providing benefits to selected participants. By aligning the interests of selected participants with those of the Shareholders, participants will be encouraged and motivated to continue their efforts towards enhancing the value of the Company. The options were granted based on the performance of the option holders who have made important contributions to and are important to the long term growth and profitability of the Group. (ii) Selected participants WP OCIM One LLC (Note 1) , Laurels Capital Investments Limited (“Laurels”), and Redwood Consulting (Cayman) Limited (“Redwood Consulting”). (iii) Administration The Board has full authority to administer the Tier 1 ESOP, including authority to interpret and construe any of its provisions and to adopt any regulations and any documents it thinks necessary or appropriate. The Board’s decision on any matter connected with the Tier 1 ESOP will be final and binding on all parties. (iv) Term of the Tier 1 ESOP The Tier 1 ESOP will not be terminated while options are outstanding. (v) Classes of shares that may be issued under the Tier 1 ESOP Under the Tier 1 ESOP, ordinary shares may be issued. For the six months ended 30 June 2023, no ordinary shares were issued. (vi) Maximum number of shares The number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Tier 1 ESOP at any time shall not exceed 7,799,856 Shares. (vii) Exercise price The Exercise Price is US$0.46 per option. Note: 1. By reference to the announcements of the Company dated 24 November 2020 and 30 December 2020, Laurels Capital Investments Limited entered into a sale and purchase agreement dated 23 December 2020 in respect of an acquisition of 30,000,000 shares of the Company and 3,899,928 options in respect of shares of the Company, both from WP OCIM One LLC.
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