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Directors%u2019 ReportESR Group Limited Annual Report 2024113STRATEGIC REPORTSFINANCIAL STATEMENTSCORPORATE GOVERNANCEPRE-EMPTIVE RIGHTSThere are no provisions for pre-emptive rights under the Articles of Association or the Cayman Companies Law, which would oblige the Company to offer new Shares on a pro rata basis to the existing Shareholders.CONNECTED TRANSACTIONS (INCLUDING CONTINUING CONNECTED TRANSACTIONS)Save as the connected transactions disclosed below, the Company did not have any transaction with connected persons of the Group that were subject to the reporting, announcement or independent shareholders%u2019 approval requirements as required under the Listing Rules during the year ended 31 December 2024. All connected transactions are subject to the review and approval by the Board of Directors. The Company has complied with the applicable requirements of Chapter 14A of the Listing Rules for the year ended 31 December 2024.Continuing Connected Transactions with BW Industrial Development Joint Stock Company(i)Framework agreement on servicesOn 12 January 2023 (after trading hours), ESR V Investor 5 Pte. Ltd. (%u201cESR V Investor 5%u201d) and BW Industrial Development Joint Stock Company (%u201cBW%u201d) entered into a framework agreement (%u201cFramework Agreement%u201d) pursuant to which ESR V Investor 5 (itself or through one or more of its affiliates) may provide certain land acquisition brokerage services (%u201cLand Services%u201d), development, asset management, financing and treasury services (%u201cDevelopment Services%u201d) and leasing agency services (%u201cLeasing Services%u201d) to BW and its subsidiaries during a period of 18 months (in relation to the Land Services) or 24 months (in relation to the Development Services or LeasingServices)fromcompletionofthesubscriptionof168,358,478newlyssuedsharesnBWbytheCompany(the%u201cSubscription%u201d) on 12 January 2023. BW will pay (i) one-off fee of up to US$5 million for each of the Land Services and the Development Services, in each case, and (ii) in respect of the Leasing Services, an annual cap of up to US$3 million for each one year period from the date of completion of the Subscription, up to a maximum period of two years. The aggregate service fees under the Framework Agreement payable to the Group for the provision of all Services shall not exceed US$9,500,000 plus accrued interest. For details, please refer to the announcement made by the Company on 12 January 2023.During the period from 12 January 2024 to 11 January 2025, the aggregate amount in respect of the Leasing ServiceswasUS$1,880,784.85.(ii)Continuing connected transactions with joint venturesESR Vietnam Co Pte. Ltd (%u201cESR Vietnam%u201d, a wholly-owned subsidiary of the Company) entered into the following management agreements (%u201cManagement Agreements%u201d) with the joint ventures formed with BW%u2019s controlled entities (the %u201cJV Companies%u201d, including NDV JV, NSHL JV and YP JV as defined below) pursuant to which the Group would provide consultancy services in relation to the construction and development of certain projects (%u201cDevelopment Consultancy Services%u201d) and leasing services (%u201cJV Leasing Services%u201d) to the JV Companies:(a)on 6 November 2023, ESR Vietnam and Hai Phong Industrial Development (Vietnam) Joint Stock Company (%u201cNDV JV%u201d) entered into the ESR-NDV Management Agreement with respect to the provision of certain management services to NDV JV Group by ESR Vietnam with effect from that date;(b)on 30 October 2023, ESR Vietnam and NSHL Industrial Development Limited Liability Company (%u201cNSHL Project Company%u201d) entered into the ESR-NSHL Management Agreement with respect to the provision of certain management services to NSHL Holdco Joint Stock Company (%u201cNSHL JV%u201d) Group by ESR Vietnam with effect from that date; and(c)on 6 November 2023, ESR Vietnam and Yen Phong Industrial Development (Vietnam) Joint Stock Company (%u201cYP JV%u201d) entered into the ESR-YP Management Agreement with respect to the provision of certain management services to YP JV Group by ESR Vietnam with effect from that date.