STRENGTH IN UNITY Directors’ Report 112 On 4 October 2023, the Company served a notice to exercise its right to redeem all and not some only of the outstanding Bonds in the aggregate principal amount of US$600,000 on 3 November 2023. Following the above redemptions, all of the redeemed Bonds were cancelled in accordance with the terms and conditions of the Bonds and none of the Bonds remained outstanding. For details, please refer to the announcements dated 29 September 2023 and 4 October 2023. Save as disclosed above, during the year ended 31 December 2023, there were no other conversion of the Bonds into ordinary shares of the Company. Details of the convertible bonds balance as of 31 December 2023 are disclosed in note 31 to the Consolidated Financial Statements. MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Save as disclosed during the year ended 31 December 2023, there were no material acquisitions and disposals of subsidiaries, associates and joint ventures. PRE-EMPTIVE RIGHTS There 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’ approval requirements as required under the Listing Rules during the year ended 31 December 2023. 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 2023. Connected Transactions and Continuing Connected Transactions With BW Industrial Development Joint Stock Company (i) Subscription of shares in BW In addition to strengthening its market leadership position in core markets, the Group has also sought to expand its footprint in Southeast Asia, one of the fastest growing regions in the world. On 12 January 2023, in line with the Group’s capital recycling strategy, the Company announced that, through its wholly-owned subsidiary, it agreed to subscribe for 168,358,478 newly issued shares in BW Industrial Development Joint Stock Company (“BW”) in consideration of US$1.2341 per subscription share for an aggregate subscription amount of US$207,777,778 (“Subscription”), and the Company would elect to subscribe for such number of additional shares so that it would hold no less than 15% issued shares of BW (on a fully diluted basis) (“Additional Subscription Rights”). The Company announced on 4 August 2023 that it exercised the Additional Subscription Rights and subscribed for an additional 99,034,399 issued shares in BW in consideration of US$1.2341 per subscription share for an aggregate amount of US$122,222,223 (“Additional Subscription”). Following the subscriptions, the Company held 15.57% of the issued shares in BW. For details, please refer to the announcements made by the Company on 12 January 2023 and 4 August 2023.
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