Page 88 - Demo

Directors%u2019 Report86ADVANCING AHEADNotes:1.The Letter %u201cL%u201d denotes the long position in the Shares.2.Laurels Capital Investments Limited directly holds the Shares of the Company and is wholly owned by The Shen Trust. In respect of The Shen Trust, the settlor is Rosy Fortune Limited (the sole shareholder of which is Mr Jinchu Shen). Mr Jinchu Shen has a deemed interest under the SFO in the Shares held by The Shen Trust solely in his capacity as the sole shareholder of the settlor of The Shen Trust.3.%u0009 Inclusiveoftheinterestin7,799,856SharesunderlyingtheshareoptionspursuanttotheTier1ESOP.4.As at 31 December 2024, 850,000 Shares were held by Redwood Consulting (Cayman) Limited (%u201cRedwood Consulting%u201d) as beneficial owner. Redwood Consulting is owned as to 50% and 50% by Mr Charles Alexander Portes and Mr Stuart Gibson, respectively. Hence, each of Mr Charles Alexander Portes and Mr Stuart Gibson are deemed to be interested in Shares held by Redwood Consulting.5. Includes 192,000 options to subscribe for Shares granted under the Post-IPO Share Option Scheme to each of Mr Jinchu Shen and Mr Stuart Gibson. The options granted to Mr Jinchu Shen are physically settled unlisted derivatives, and the options granted to Mr Stuart Gibson are unlisted derivatives which are not physically or cash settled.6.For each of Mr Jinchu Shen and Mr Stuart Gibson, as of 31 December 2024, 130,600 PSUs were vested in 2024 and no shares lapsed, with the remaining 130,600 Shares to be vested in 2025. On 20 July 2023, each of Mr Jinchu Shen and Mr Stuart Gibson was granted 280,910 Shares underlyingthePSUs(willvestinthreeequaltranchesinthesecondquarterof2025,2026and2027respectively,andapayoutmultiplier(0to150%)tied to the achievement level of the pre-determined targets will be applied. The maximum number of Shares underlying the PSUs based on 150% vesting is 421,365); and 280,910 Shares underlying the RSUs (will vest in four equal tranches on the first, second, third and fourth anniversaries of thegrantdate,subjecttofulfilmentofrelevantvestingconditions),amongstwhich70,227SharesunderlyingtheRSUswerevestedon20July2024,withtheremaining210,683Sharestobevestedin2025,2026and2027.7.%u0009 JLInvestmentGroupLimited,JLInvestmentGroupIILimitedandJLElectron(BVI)Limiteddirectlyholds101,984,984Shares,90,984,985Sharesand 34,889,518 Shares respectively, and all of 3 companies are 100% controlled by Mr Hwee Chiang Lim.8.Redwood Investment Company, Ltd. (%u201cRIC%u201d) originally held 448,933,103 Shares and is wholly-owned by Redwood Investor (Cayman) Limited. Redwood Investor (Cayman) Limited is wholly owned by Redwood Investor II (Cayman) Ltd. and the voting rights of Redwood Investor II (Cayman) Ltd. arecontrolledasto45.87%and45.87%byMrCharlesAlexanderPortesandMrStuartGibson,respectively.Hence,eachofMrCharlesAlexanderPortes, Mr Stuart Gibson, Redwood Investor II (Cayman) Ltd. and Redwood Investor (Cayman) Limited will be deemed to be interested in the Shares held by RIC. The transfer of Shares from RIC to SOF-12 Sequoia Investco Ltd (%u201cSequoia Investco%u201d) was completed on 5 April 2024. In connection therewith RIC or its affiliate will have right to receive certain interests in Sequoia Investco or its affiliate, and Sequoia Investco or its affiliate is under an obligation to pay RIC or its affiliate a cash consideration if certain conditions are met.Save as disclosed above, as at 31 December 2024, none of the Directors and Chief Executives of the Company has any interests and short positions in the Shares, underlying Shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) (i) as recorded in the register required to be kept under section 352oftheSFO;or(ii)asotherwisenotifiedtotheCompanyandtheStockExchangepursuanttoDivisions7and8ofPartXV of the SFO or the Model Code.DIRECTORS%u2019 RIGHTS TO ACQUIRE SHARES OR DEBENTURESSave for the information disclosed in the paragraph headed %u201cDirectors%u2019 and Chief Executives%u2019 Interests and Short Positions In Shares, Underlying Shares and Debentures%u201d above, at no time during the year ended 31 December 2024 and up to the date of this report was the Company or any of its subsidiaries, holding company or a subsidiary of the Company%u2019s holding company a party to any arrangement whose objects were, or one of whose objects was, to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors of the Company (including their spouses or children under the age of 18) had any interest in or was granted any rights to subscribe for the equity or debt securities of the Company or any other body corporate or had exercised any such right.