STRENGTH IN UNITY Directors’ Report 114 Under the JV Deeds, (a) BW NDV Investor will purchase, and ESR NDV Investor will sell, such number of ordinary shares in NDV JV so that BW NDV Investor will hold 51% of all the shares of NDV JV (on a fully diluted basis) on the completion (“NDV Completion”) for an aggregate purchase price of approximately USD5.2 million (or its equivalent in VND at or around the time of such purchase); (b) BW NSHL Investor will subscribe for, and the NSHL JV will issue and allot to BW NSHL Investor, the 918,000 preference shares and 90,000 ordinary shares in the NSHL JV, for an aggregate subscription price of approximately USD8.7 million (or its equivalent in VND at or around the time of such subscription); and (c) SHTQ will purchase, and ESR YP 1 will sell, all shares of BW YP Investor (which was wholly owned by ESR YP 1) for the aggregate purchase price of VND200.0 million, and BW YP Investor will purchase, and ESR YP 1 will sell, such number of ordinary shares in YP JV so that BW YP Investor will hold 49% of all the shares of YP JV (on a fully diluted basis) on completion of such share purchase (“YP initial Completion”) for an aggregate purchase price of approximately USD7.7 million (or its equivalent in VND at or around the time of such purchase). Subject to BW YP Investor making a shareholder loan and conditional upon BW YP Investor obtaining antitrust clearance, BW YP Investor will purchase, and ESR YP 1 will sell, such number of ordinary shares in YP JV so that BW YP Investor will hold 51% of all the shares of YP JV (on a fully diluted basis) on completion of such share purchase (“YP Second Completion”) for an aggregate purchase price of approximately USD0.4 million (or its equivalent in VND at or around the time of such purchase). Prior to entering into of the JV Deeds, each of NDV JV, NSHL JV, YP JV (collectively the “JV Companies”) and BW YP Investor were indirect subsidiaries of the Company. Pursuant to the JV Deeds, upon the NDV Completion, NDV JV was held as to 51% by BW NDV Investor and 49% by ESR NDV Investor; upon the NSHL Completion, NSHL JV was held as to 51% by BW NSHL Investor and 49% by ESR NSHL Investor; and upon the YP Initial Completion, YP JV was held as to 49% by BW YP Investor and 51% by ESR YP Investor. In each case, the JV Company ceased to be accounted as a subsidiary of the Company in its consolidated financial statements. Ancillary to the formation of the joint ventures, ESR Vietnam Co Pte. Ltd (“ESR Vietnam”, a wholly-owned subsidiary of the Company) also entered into the following management agreements (“Management Agreements”) with the JV Companies pursuant to which the Group would provide consultancy services in relation to the construction and development of certain projects (“Development Consultancy Services”) and leasing services (“JV Leasing Services”) to the JV Companies: (a) upon the NDV Completion on 6 November 2023, ESR Vietnam and NDV JV entered into the ESR-NDV Management Agreement with respect to the provision of certain management services to NDV JV Group by ESR Vietnam with effect from that date; (b) upon the NSHL Completion on 30 October 2023, ESR Vietnam and NSHL Industrial Development Limited Liability Company (“NSHL Project Company”) entered into the ESR-NSHL Management Agreement with respect to the provision of certain management services to NSHL JV Group by ESR Vietnam with effect from that date; and (c) upon the YP Initial Completion on 6 November 2023, ESR Vietnam and YP JV entered into the ESR-YP Management Agreement with respect to the provision of certain management services to YP JV Group by ESR Vietnam with effect from that date.
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