Page 114 - Demo

Directors%u2019 Report112ADVANCING AHEADDisposal of Kunshan Yifu and Jiangsu Friend to ESR C-REITReference is made to the announcement of the Company dated 21 June 2024 in relation to the spin-off and separate listing of Jiangsu Friend %u2014 I, Jiangsu Friend %u2014 II and Jiangsu Friend %u2014 III, three high-standard logistics projects located in Kunshan, Jiangsu Province, the PRC (the %u201cESR C-REIT Assets%u201d) through ESR C-REIT on the Shanghai Stock Exchange.In connection with the ESR C-REIT listing, the Group made a reorganisation and as a result the Group holds the entire equity interest in Jiangsu Friend Warehouse Co., Ltd. (%u201cJiangsu Friend%u201d) indirectly through Kunshan Yifu Enterprise Management Consulting Co., Ltd. (%u201cKunshan Yifu%u201d)and thereafter, the Group disposed of the entire equity interest in Kunshan Yifu to the infrastructure asset-backed specific plan established as required by applicable PRC laws and regulations (the %u201cABS Vehicle%u201d), which is wholly-owned by the ESR C-REIT, pursuant to an equity transfer agreement dated 24 November 2023 (as restated and amended by the equity transfer agreement dated 16 April 2024) (collectively, the %u201cDisposals%u201d).As announced on 24 January 2025, completion of the Disposals and the ESR C-REIT listing took place on 24 January 2025. Following completion of the Disposals, ESR C-REIT indirectly holds the ESR C-REIT Assets through the ABS Vehicle and Jiangsu Friend.Acquisition of remaining interest in LOGOS Property Group LimitedReference is made to the circular of the Company dated 18 October 2021 in relation to the acquisition of ARA, pursuant to which the Company acquired an indirect 86.4% interest in LOGOS Property Group Limited (%u201cLOGOS%u201d), with the remaining 13.6% interest in LOGOS (the %u201cLOGOS Founder Stake%u201d) being held by the three founders of LOGOS, namely Mr John Edward Marsh, Mr Trent Alexander Iliffe and Mr Stephen Hawkins (collectively, the %u201cLOGOS Founders%u201d). As announced on 21 July 2024 and 26 July 2024, the Company has completed the acquisition of the part of the LOGOS Founder Stake held by Mr Stephen Hawkins on 20 June 2024; and entered into share purchase agreements with, among others, Mr John Edward Marsh and Mr Trent Alexander Iliffe, respectively, on 25 July 2024, pursuant to which the Company agreed to acquire the remaining part of the LOGOS Founder Stake held by Mr John Edward Marsh and Mr Trent Alexander Iliffe, the consideration of which will be satisfied by (a) in the case of Mr Trent Alexander Iliffe, cash consideration and (b) in the case of Mr John Edward Marsh, both cash consideration and allotment and issue of new Shares in the Company credited as fully paid under the general mandate granted to the Directors by the Shareholders at the annual general meeting of theCompanyheldon31May2024.Accordingly,32,074,310ShareswereallottedandissuedtoMrJohnEdwardMarshaspart of the consideration on 13 August 2024. As of the date of this annual report, the acquisition of the LOGOS Founder Stake was completed and LOGOS is indirectly wholly-owned by the Company.Reference is made to the announcement of the Company dated 26 July 2024 (the %u201cAnnouncement%u201d) in relation to the acquisition of the LOGOS Founder Stake involving issue of new Shares under general mandate (the %u201cLOGOS Founders Roll-up%u201d). Each of the Share Purchase Agreements (as defined in the Announcement) was negotiated separately with the respective LOGOS Founder and the Share Purchase Agreements were not inter-conditional. A valuation from a reputable investment bank was obtained to ensure the consideration was aligned with the current market range. After completion of the Share Purchase Agreements, Mr John Edward Marsh will remain in the Group in a new role and Mr Trent Alexander Iliffe will continue in a consulting capacity for a period of time to assist with transition.Save as disclosed above, during the year ended 31 December 2024, there were no material acquisitions and disposals of subsidiaries, associates and joint ventures.