Directors’ Report ESR Group Limited Annual Report 2023 113 (ii) Framework agreement on services In connection with the Subscription, on 12 January 2023 (after trading hours), ESR V Investor 5 Pte. Ltd. (“ESR V Investor 5”) and BW entered into a framework agreement (“Framework Agreement”) pursuant to which ESR V Investor 5 (itself or through one or more of its affiliates) may provide certain land acquisition brokerage services (“Land Services”), development, asset management, financing and treasury services (“Development Services”) and leasing agency services (“Leasing Services”) to BW and its subsidiaries during a period of 18 months (in relation to the Land Services) or 24 months (in relation to the Development Services or Leasing Services) from completion of the Subscription. BW will pay (i) one-off fee of up to US$5 million for each of the Land Services and the Development Services, in each case, and (ii) in respect of the Leasing Services, an annual cap of up to US$3 million for each one year period from the date of completion of the Subscription, up to a maximum period of two years. The aggregate service fees under the Framework Agreement payable to the Group for the provision of all Services shall not exceed US$9,500,000 plus accrued interest. For details, please refer to the announcement made by the Company on 12 January 2023. During the period from 12 January 2023 to 11 January 2024, the aggregate amount in respect of the Leasing Services was US$2,223,213.09. (iii) Disposal of shares in certain joint venture companies On 12 January 2023 (after trading hours), ESR V Investor 1 Pte. Ltd. (“ESR V Investor 1”, a wholly-owned subsidiary of the Company) and ESR V Investor 2 Pte. Ltd. (“ESR V Investor 2”, a wholly-owned subsidiary of the Company) (as sellers) and ESR V Investment Holding Pte. Ltd. (a wholly-owned subsidiary of the Company) (as guarantor) entered into a share purchase deed (“Share Purchase Deed”) with Cong Ty Co Phan Sao Hoa Toan Quoc (“VC3”, a subsidiary of BW) pursuant to which ESR V Investor 1 and ESR V Investor 2 agreed to sell certain shares in two disposal companies, respectively, to VC3 in the consideration of VND524,276,000,000 and VND227,516,000,000, respectively (“Disposals”). For details, please refer to the announcement made by the Company on 12 January 2023. (iv) Formation of joint ventures with BW’s controlled entities and continuing connected transactions with joint ventures On 20 October 2023, the Company announced that, in line with the Group’s capital recycling initiatives, the Group, through its wholly-owned subsidiaries, entered into the following joint venture deeds (“JV Deeds”) with BW’s controlled entities in relation to the formation of joint ventures to develop logistics facilities in Vietnam: (a) Sao Hoa Toan Quoac Joint Stock Company (“SHTQ”), BW NDV Investor (including NDV Holdco 1 Company Limited (“BW NDV 1”) and NDV Holdco 2 Company Limited (“BW NDV 2”)), ESR V Investor 4 Pte. Ltd (“ESR NDV Investor”, a wholly-owned subsidiary of the Company) and Hai Phong Industrial Development (Vietnam) Joint Stock Company (“NDV JV”) entered into the NDV JV Deed in relation to the operation, management and administration of NDV JV; (b) BW NSHL Investor (including SHTQ and Industrial Real Estate Consultancy and Management LLC), NSHL Investor Pte. Ltd. (“ESR NSHL Investor”) and NSHL Holdco Joint Stock Company (“NSHL JV”) entered into the NSHL JV Deed in relation to the operation, management and administration of NSHL JV; and (c) SHTQ, Yen Phong Holdco Company Limited (“BW YP Investor”), ESR YP Investor (including ESR V Investor 3 Pte. Ltd. (“ESR YP 1”) and Yen Phong Investor 1 Pte. Ltd. (“ESR YP 2”), each a wholly-owned subsidiary of the Company)) and Yen Phong Industrial Development (Vietnam) Joint Stock Company (“YP JV”) entered into the YP NV Deed in relation to the operation, management and administration of YP JV. CORPORATE GOVERNANCE FINANCIAL STATEMENTS STRATEGIC REPORTS
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