ESR Interim Report 2020 (EN)

19 CORPORATE GOVERNANCE AND OTHER INFORMATION ESR Interim Report 2020 Notes: 1. The letter “L” denotes the long position in the Shares. 2. WP OCIM ONE LLC (“ WP OCIM ”) is a wholly-owned subsidiary of WP X Investment VI Ltd. (“ WP X VI ”). WP X VI is 96.9% owned by Warburg Pincus Private Equity X, L.P. (“ Warburg Pincus X ”), the general partner of which is Warburg Pincus X, L.P. (“ WP X LP ”). The general partner of WP X LP is Warburg Pincus X GP L.P. (“ WP X GP ”), the general partner of which is WPP GP LLC (“ WPP GP ”). The managing member of WPP GP is Warburg Pincus Partners, L.P. (“ WPP ”). The general partner of WPP is Warburg Pincus Partners GP LLC, the managing member of which is Warburg Pincus & Co. Accordingly, each of WP X VI, Warburg Pincus X, WP X LP, WP X GP, WPP GP, WPP, Warburg Pincus Partners GP LLC and Warburg Pincus &Co. is deemed to be interested in the Shares held by WP OCIM. 3. As at 30 June 2020, Redwood Investment Company, Ltd. (“ Redwood Investment ”) held 404,935,480 Shares of the Company, and is owned as to 42.0% and 58.0% by Kurmasana Holdings, LLC and Redwood Investor (Cayman) Limited (“ Redwood Investor ”), respectively, of which Kurmasana Holdings, LLC is wholly-owned by Redwood Investor and the voting rights of Redwood Investor are controlled as to 50% and 50% by Mr. Charles Alexander Portes and Mr. Stuart Gibson, respectively. Hence, each of Mr. Charles Alexander Portes, Mr. Stuart Gibson, Redwood Investor and Kurmasana Holdings, LLC are deemed to be interested in the Shares held by Redwood Investment. Besides, interest in 16,899,687 Shares underlying the share options pursuant to the Tier 1 ESOP (representing 0.55% of the total issued shares of the Company) were held by Redwood Consulting (Cayman) Limited (“ Redwood Consulting ”) as the beneficial owner. Redwood Consulting is owned as to 50.0% and 50.0% by Mr. Charles Alexander Portes and Mr. Stuart Gibson, respectively. Hence, each of Mr. Charles Alexander Portes and Mr. Stuart Gibson is deemed to be interested in Shares held by Redwood Consulting. 4. Laurels Capital Investments Limited directly held 285,758,717 Shares of the Company (inclusive of the interest in 3,899,928 Shares underlying the share options pursuant to the Tier 1 ESOP), which is wholly owned by The Shen Trust. Rosy Fortune Limited has a deemed interest under the SFO in the Shares held by The Shen Trust in its capacity as settlor and 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. Tricor Equity Trustee Limited has a deemed interest under the SFO in the Shares held by The Shen Trust in its capacity as trustee. 5. Jingdong Logistics Group Corporation is a wholly owned subsidiary of JD Logistics Holding Limited, which in turn is a wholly owned subsidiary of Jingdong Technology Group Corporation. Jingdong Technology Group Corporation is a wholly owned subsidiary of JD.com, Inc., a Cayman Islands company with its American depository shares listed on the Nasdaq Global Select Market. Max Smart Limited, a BVI company beneficially owned by Mr Richard Qiangdong Liu ( 劉強東 ) through a trust, owned 15.2% of the total outstanding ordinary shares and 72.9% of the total outstanding voting power of JD.com, Inc. as of February 28, 2019. Therefore, each of JD Logistics Holding Limited, Jingdong Technology Group Corporation, JD.com, Inc., Max Smart Limited and Mr Richard Qiangdong Liu is deemed to have beneficial ownership over the Shares held by Jingdong Logistics Group Corporation. 6. APG Asset Management N.V. (“ APG-AM ”) is the investment manager of Stichting Depositary APG Strategic Real Estate Pool (“ APG-Stichting ”), which is the holder of the relevant Shares. APG-AM is wholly-owned by APG Groep N.V., which is 92.16% owned by Stichting Pensioenfonds ABP, which is an investor in APG Strategic Real Estate Pool. Each of Stichting Pensioenfonds ABP, APG-AM and APG Groep N.V., is therefore deemed to be interested in the Shares held by APG-Stichting. 7. Capital International Sarl and Capital International, Inc., both are wholly owned subsidiaries of Capital Group International, Inc., were the beneficial owners of 1,065,000 Shares and 37,729,200 Shares respectively. Capital Group International, Inc. is a wholly owned subsidiary of Capital Research and Management Company (directly holds 168,743,400 Shares), which in turn is a wholly owned subsidiary of The Capital Group Companies, Inc. Besides, Capital Bank and Trust Company, a wholly owned subsidiary of The Capital Group Companies, Inc., was the beneficial owner of 43,600 Shares. By virtue of the SFO, Capital Research and Management Company is deemed to have beneficial ownership over the Shares held by Capital International Sarl and Capital International, Inc.; and The Capital Group Companies, Inc. is deemed to be interested in the Shares held by Capital Research and Management Company and Capital Bank and Trust Company. Save as disclosed above, as at 30 June 2020, the Directors were not aware of any persons (who were not Directors or chief executives of the Company) who had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under Divisions 2 and 3 of Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register of the Company referred to therein. KM ESOP, TIER 1 ESOP AND POST-IPO SHARE OPTION SCHEME 1. KM ESOP Below is a summary of the principal terms of the KM ESOP of the Company. The terms of the KM ESOP are not subject to the provisions of Chapter 17 of the Listing Rules. (i) Purpose The purpose of the KM ESOP is to incentivise or reward eligible participants for their contribution towards our Company’s operations, so as to: (a) motivate and encourage recipients to continue to perform well; (b) to retain the services of recipients whose work is vital to the growth and continued success of our Company; and (c) to link the personal interests of members of the Board and the employees with those of the Shareholders.