Page 118 - Demo

Directors%u2019 Report116ADVANCING AHEADRELATED PARTY TRANSACTIONSParties are considered to be related if one party has the ability, directly or indirectly, control the other party or exercise significant influence over the other party in making financial and operation decisions. Parties are also considered to be related if they are subject to common control. Members of the Company%u2019s key management and their close family member are also considered as related parties. For a discussion of related party transactions, see note 39 to the Consolidated Financial Statements. Directors believe that the related party transactions were carried out on an arm%u2019s length basis and will not distort the results during the year ended 31 December 2024 or make such results not reflective of the future performance. All the related party transactions described in this note are exempt from the reporting, announcementorindependentshareholders%u2019approvalrequirementsunderRules14A.76(1)(a)and(b)oftheListingRules.CHARITABLE DONATIONSThe charitable and other donations made by the Group for the year ended 31 December 2024 amounted to US$250,000 (2023: US$186,000).IMPORTANT EVENT AFTER THE REPORTING PERIODThe Company has been engaging in negotiations with (i) the chief executive officer (Mr Sunwoo Thomas Nam) and the chief investment officer (Mr Jihun Kang) of the Group%u2019s Korea business (collectively, the %u201cKorean Founders%u201d), who hold in the aggregate a minority equity interest in Sunwood Singapore Holding Pte. Ltd. (%u201cSunwood%u201d), which is a subsidiary of the Company; and (ii) the Company%u2019s deputy chief executive officer and chief executive officer of the Company%u2019s Australia and New Zealand business (Mr Philip Pearce) (the %u201cAustralian Founder%u201d), who along with his family members indirectly holds a minority equity interest in ESR Pte Ltd, which is a subsidiary of the Company. As of the date of this report, the Company is in advanced discussions with the Korean Founders and the Australian Founder in relation to the proposed acquisition (which may be direct or indirect) of their stake in Sunwood and ESR Pte Ltd, respectively (the %u201cRoll-Ups%u201d). The consideration that is being discussed with the Korean Founders and the Australian Founder is likely to include cash and/or other forms of consideration. It is currently expected that the final arrangements between the Company and the Korean Founders and Australian Founder in respect of the Roll-Ups will be agreed and entered into after completion of the Proposed Privatisation.Savefortheinformationdisclosedaboveandinnote47totheConsolidatedFinancialStatements,therewasnoimportantevent after the year ended 31 December 2024 and up to the date of this report.PERMITTED INDEMNITY PROVISIONAccording to article 191 of the Articles of Association of the Company, the Directors and other officers for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs of the Company, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their executors or administrators, shall or may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Company shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Company shall be placed out or invested, or for any other loss, misfortune or damage which may arise in the execution of their respective offices or trusts, or in relation thereto, except as the same shall happen by or through their own fraud, dishonest, or recklessness. The Company may take out and pay the premium and other moneys for the maintenance of insurance, bonds and other instruments for the benefit either of the Company or the Directors (and/or other officers) or any of them to indemnify the Company and/or Directors (and/or other officers) named therein for this purpose against any loss, damage, liability and claim which they may suffer or sustain in connection with any breach by the Directors (and/or other officers) or any of them of their duties to the Company.