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Directors%u2019 ReportESR Group Limited Annual Report 2024115STRATEGIC REPORTSFINANCIAL STATEMENTSCORPORATE GOVERNANCEThe fees for the services under the Management Agreements and the fees for the services under the Development and Project Management Agreements for each of the financial years arising during their initial three-year term are subject to the following annual caps:25 Apr 2024 to 31 Dec 2024 (USD)1 Jan 2025 to 31 Dec 2025 (USD)1 Jan 2026 to 31 Dec 2026 (USD)1 Jan 2027 to 24 Apr 2027 (USD)Management Agreements$10 million$15 million$15 million$5 millionDevelopment and Project Management Agreements$16.67million$25 million$25 million$8.33 millionTotal$26.67million$40 million$40 million$13.33 millionThe Australia JV and the Owners are wholly-owned subsidiaries of the Singapore JV, which is in turn owned as to 90% by S Australia Diamond Pte. Ltd. (%u201cStarwood Investor%u201d, a company ultimately controlled by Starwood Capital Group) and 10% by the Group. As SOF-12 Sequoia Investco Ltd (%u201cSequoia Investco%u201d, a company ultimately controlled by Starwood CapitalGroup)isaholderofapproximately10.657%ofthetotalissuedsharecapitaloftheCompanyasofthedateoftheannouncement and both Sequoia Investco and Starwood Investor are subsidiaries of S Asia Hold Co 1 Private Limited (a company controlled by Starwood Capital Group), the JV Companies and the Owners are connected persons of the Company. The Management Agreements, the Development and Project Management Agreements and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.For details, please refer to the announcement made by the Company on 25 April 2024.During the period of 25 April 2024 to 31 December 2024, the transaction amount incurred under the Management AgreementsisUS$4,309,876.84;andtheDevelopmentandProjectManagementAgreementsisUS$3,423,782.64.The Independent Non-executive Directors have reviewed the continuing connected transactions for the year ended 31 December 2024 and confirmed that such transactions have been:(1)entered into in the ordinary and usual course of business of the Group;(2)conducted on normal commercial terms or better (as defined in the Listing Rules); and(3)carried out according to the terms in the relevant transaction agreements, which are fair and reasonable and in the interests of the Shareholders as a whole.The auditors of the Company have performed the relevant assurance procedures regarding the continuing connected transactions for the year ended 31 December 2024, and confirmed by way of a letter to the Board of Directors that nothing has come to their attention that cause them to believe that such transactions:(1)have not been approved by the Board of Directors;(2)were not, in all material respects, in accordance with the pricing policies of the Group for transactions involving the provision of services by the Group;(3)were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and(4)have exceeded the annual cap as set by the Company.