CORPORATE GOVERNANCE & SUSTAINABILITY | DIRECTORS’ REPORT Substantial Shareholders’ and Other Interests The register of interests in shares and short positions maintained under Section 336 of the SFO shows that at 31st December 2022 the Company had been notified of the following interests in the shares of the Company held by substantial shareholders and other persons: Long position Number of Shares Percentage of Voting Shares (%) Type of Interest (notes) Swire Pacific Limited 4,796,765,835 82.00 Beneficial owner (1) John Swire & Sons Limited 4,796,765,835 82.00 Attributable interest (2) Notes: (1) Swire Pacific Limited was interested in 4,796,765,835 shares of the Company as beneficial owner. (2) John Swire & Sons Limited and its wholly-owned subsidiary John Swire & Sons (H.K.) Limited were deemed to be interested in a total of 4,796,765,835 shares of the Company, in which Swire Pacific Limited was interested, by virtue of the John Swire & Sons Limited group being interested in 59.78% of the equity of Swire Pacific Limited and controlling 67.64% of the voting rights attached to shares in Swire Pacific Limited. Public Float services of members of the staff of the Swire group), Listing Rule 8.08(1) of the Listing Rules requires that at least certain central services and such other services as may 25% of an issuer’s total number of issued shares must at all be agreed from time to time, and procured for the times be held by the public. The Company has been granted Company and its subsidiary, joint venture and by The Stock Exchange of Hong Kong Limited (the “Stock associated companies the use of relevant trademarks Exchange”) a waiver from strict compliance with Listing Rule owned by Swire. No fee is payable in consideration of 8.08(1) so as to allow a lower public float percentage of 10% such procuration obligation or such use. The (or such higher percentage as was held by the public upon procuration obligation would fall away if the Services completion of the listing of the shares of the Company on Agreement were terminated or not renewed. the Stock Exchange). On such completion on 18th January In return for these services, JS&SHK receives annual 2012, the public float percentage was approximately service fees calculated as 2.5% of the Company’s 10.28%. From information that is publicly available to the consolidated profit before taxation and non-controlling Company and within the knowledge of its Directors at the interests after certain adjustments. The fees for each date of this report, at least 10.28% of the Company’s total year are payable in cash in arrear in two instalments, number of issued shares are held by the public. an interim payment by the end of October and a final payment by the end of April of the following year, Continuing Connected Transactions adjusted to take account of the interim payment. The Company also reimburses the Swire group at cost for During the year ended 31st December 2022, the Group had most of the expenses incurred in the provision of the following continuing connected transactions, details of the services. which are set out below: The Services Agreement, which was entered into (a) Services Agreement between JS&SHK and the Company on 1st December There is an agreement for services (“Services 2004, took effect from 1st January 2005, was renewed Agreement”), in respect of which John Swire & Sons on 1st October 2007, was amended and restated with (H.K.) Limited (“JS&SHK”), a wholly-owned subsidiary effect from 1st January 2010, was renewed again on of John Swire & Sons Limited (“Swire”), provided to the 1st October 2010, 14th November 2013 and 1st Company and its subsidiaries advice and expertise of October 2016, was amended and restated on 9th the directors and senior officers of the Swire group, August 2019 and was renewed again on 1st October including (but not limited to) assistance in negotiating 2019 and 1st October 2022. The current term of the with regulatory and other governmental or official Services Agreement is from 1st January 2023 to 31st bodies, certain staff services (including full or part time December 2025 and it is renewable for successive 118
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