CORPORATE GOVERNANCE & SUSTAINABILITY DIRECTORS’ REPORT (2) the relevant Purchaser, the relevant Seller, venture between Shanghai Lujiazui Finance & Trade SOG and SOG Service (SOG together with SOG Zone Development Co., Ltd.* (ɪऎ௔࢕ᄘږፄ Service as the seller guarantors) entered into ൱׸ਜක೯ٰ΅Ϟࠢʮ̡) (“Lujiazui Development”) the second master agreement for the sale and and Elegant Ocean; and (2) United Hill Limited purchase of a 35% interest in the PM Group for a (“United Hill”), a wholly-owned subsidiary of the cash consideration of RMB59,000,000 (the Company, acquired 40% equity interest in Shanghai “Second Transaction”); and Yaolong Investment Limited* (ɪऎᘴᎲҳ༟Ϟࠢ (3) the relevant Purchasers, the relevant Sellers ʮ̡) (“Yaolong”) at a consideration of RMB3,115.74 and SOG (as the seller guarantor) entered into million (the “Yaolong Transaction”), which resulted in the third master agreement for the sale and Yaolong becoming a 60:40 joint venture between purchase of a 35% interest in the PH Group for a Lujiazui Development and United Hill. Dongmao and total cash consideration of RMB4,491,000,000 Yaolong will be principally engaged in the construction (the “Third Transaction”). and development of plots of land in the Pudong New Area in Shanghai and the sales, leasing, operation and The First Transaction, the Second Transaction and the management of the property development on the Third Transaction, when aggregated, constituted a plots of land. The Dongmao Transaction and the discloseable transaction of the Company under the Yaolong Transaction together constitute a discloseable Listing Rules, in respect of which an announcement transaction for the Company under the Listing Rules, dated 15th December 2022 was published. in respect of which an announcement dated The First Transaction was completed on 28th September 2023 was published. 21st December 2022, in respect of which an (c) Sale of Certain Office Floors of announcement dated 21st December 2022 was One Island East published. The Group’s interest in the Target Group On 17th November 2023, Cityplaza Holdings Limited, a increased from 50% to 65% upon completion of the wholly-owned subsidiary of the Company, entered into First Transaction. sale and purchase agreements with the Securities and The Second Transaction was completed on 22nd Futures Commission for the sale and purchase of the February 2023. The Group’s interest in the PM Group 42nd to 54th floors (excluding the 49th floor) of the increased further to 100% upon completion of the building known as “One Island East” located at No. 18 Second Transaction. Westlands Road, Quarry Bay, Hong Kong for a total Immediately after completion of the Second consideration of HK$5.4 billion. The transaction Transaction, the Third Transaction was completed on constituted a discloseable transaction for the the same date. The Group’s interest in the PH Group Company under the Listing Rules, in respect of which increased further to 100% upon completion of the an announcement dated 17th November 2023 was Third Transaction. The Target Group became wholly- published. The transaction in respect of the 45th to owned by the Group. An announcement on the 54th floors (excluding the 49th floors) was completed completions dated 22nd February 2023 was published. on 21st December 2023. (b) Investment in Property Development * For identification purpose only in the Pudong New Area in Shanghai On 28th September 2023, (1) Elegant Ocean Limited On behalf of the Board (“Elegant Ocean”), a wholly-owned subsidiary of the Company, acquired 40% equity interest in Shanghai Dongmao Real Estate Limited* (ɪऎ؇⁞ Guy Bradley ໄุϞࠢʮ̡) (“Dongmao”) at a consideration of Chairman RMB6,594.23 million (the “Dongmao Transaction”), Hong Kong, 14th March 2024 which resulted in Dongmao becoming a 60:40 joint 126