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Directors%u2019 ReportESR Group Limited Annual Report 2024117STRATEGIC REPORTSFINANCIAL STATEMENTSCORPORATE GOVERNANCEThe Company has arranged for appropriate directors%u2019 liability insurance coverage for the Directors during the year ended 31 December 2024.SUFFICIENCY OF PUBLIC FLOATBased on information publicly available to the Company and to the best knowledge of the Directors, at least 25% of the Company%u2019s total issued share capital, the prescribed minimum percentage of public float under the Listing Rules, was held by the public as at the latest practicable date prior to the issue of this annual report.AUDIT COMMITTEEThe Company%u2019s consolidated annual results for the year ended 31 December 2024 has been reviewed by the Audit Committee of the Company. Information on the work of Audit Committee and its composition are set out in the Corporate Governance Report on page 66.AUDITORErnst & Young, Certified Public Accountants, who was re-appointed as the auditor of the Company since the last AGM, has acted as the auditor of the Company for the year ended 31 December 2024.The Consolidated Financial Statements for the year ended 31 December 2024 have been audited by Ernst & Young who shall retire at the forthcoming AGM and, being eligible, will offer themselves for re-appointment. A resolution will be proposed at the forthcoming AGM to re-appoint Ernst & Young as the auditor of the Company.Save as otherwise stated, all references above to other sections, reports or notes in this annual report form part of this Directors%u2019 Report.On behalf of the BoardMr Brett Harold KrauseChairman of the BoardHong Kong, 25 March 2025