SWIRE PROPERTIES ANNUAL REPORT 2023 Particulars of the fees paid and the expenses The Independent Non-Executive Directors of the Company, reimbursed for the year ended 31st December 2023 who are not interested in any connected transactions are given in note 40 to the financial statements. with the Group, have reviewed and confirmed that the continuing connected transactions as set out above have (b) Tenancy Framework Agreement been entered into by the Group in the ordinary and usual The Company, JS&SHK and Swire Pacific Limited course of business of the Group, on normal commercial (“Swire Pacific”) entered into a tenancy framework terms or better, and according to the agreements agreement (“Tenancy Framework Agreement”) on governing them on terms that are fair and reasonable 14th August 2014 to govern existing and future and in the interests of the shareholders of the Company tenancy agreements between members of the Group, as a whole. members of the JS&SHK group and members of the The auditors of the Company have also reviewed Swire Pacific group. The Tenancy Framework these transactions and confirmed to the Board that Agreement, which took effect from 1st January 2014 nothing has come to their attention that causes them to and was renewed on 1st October 2015 and 1st October believe that they have not been approved by the Board of 2018, was renewed again on 1st October 2021 for a the Company; that they were not, in all material respects, term of three years from 1st January 2022 to 31st in accordance with the pricing policies of the Group if the December 2024. It is renewable for successive periods transactions involve the provision of goods or services by of three years thereafter unless any party to it gives to the Group; that they were not entered into, in all material the other parties notice of termination of not less than respects, in accordance with the relevant agreements three months expiring on any 31st December. Pursuant governing the transactions; and that the relevant annual to the Tenancy Framework Agreement, members of caps have been exceeded. the Group, members of the JS&SHK group and members of the Swire Pacific group enter into tenancy Discloseable Transactions agreements from time to time on normal commercial (a) Acquisitions of Further Interests in terms based on prevailing market rentals. For the year ended 31st December 2023, the Sino-Ocean Taikoo Li Chengdu aggregate rentals payable to the Group under As at 15th December 2022, Sino-Ocean Taikoo Li tenancies subject to the Tenancy Framework Chengdu was owned by two holding companies (the Agreement totalled HK$148 million. “PH companies”, together with their respective At 31st December 2023, the Swire group was interested in subsidiaries, the “PH Group”) and managed by a 60.31% of the equity of Swire Pacific and controlled 68.13% property management company (the “PM Company” of the voting rights attached to shares in Swire Pacific and together with its subsidiaries, the “PM Group”), where Swire Pacific owned 82.00% of the Company’s total number the PH Group and the PM Group were owned by the of issued shares. JS&SHK, as a wholly-owned subsidiary of relevant subsidiaries of the Company (the Swire, and Swire Pacific are therefore connected persons of “Purchasers”) and the relevant subsidiaries of Sino- the Company under the Listing Rules. The transactions Ocean Group Holding Limited (“SOG”) (the “Sellers”) under the Services Agreement and the Tenancy Framework on a 50:50 basis. The Target Group comprises the PH Agreement are continuing connected transactions in Group and the PM Group. respect of which announcements dated 11th August 2022 On 15th December 2022, and 13th May 2021 respectively were published. (1) the Purchasers, the Sellers, SOG and Sino-Ocean As directors and/or employees of (or in one case as an Service Holding Limited (“SOG Service”) (SOG adviser to) the Swire group, Tim Blackburn, Guy Bradley, together with SOG Service as the seller guarantors) Raymond Lim, Fanny Lung, Martin Murray and Richard Sell entered into the first master agreement for the are interested in the Services Agreement and the Tenancy sale and purchase of a 15% interest in the Target Framework Agreement. Adam Fenwick and Merlin Swire Group for a total cash consideration of are so interested as shareholders, directors and/or RMB1,000,000,000 (the “First Transaction”); employees of the Swire group. 125