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Form Serial Number: |
DA20221213E00372
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| 1.
Date of relevant event: |
08/12/2022
(dd/mm/yyyy)
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| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
01821 |
| 4.
Name of listed corporation: |
ESR Group Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
4,432,030,848 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Gibson |
| (Other names) |
Stuart |
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| 10.
Name of director (Chinese): |
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| 11.
Chinese Character Code as printed on HKID Card: |
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| 24.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved
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Currency of transaction |
On Exchange
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Off Exchange
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Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Consideration code
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| Long position |
| 1711 | Miscellaneous
Other (you must briefly describe the relevant event in the Supplementary Information box) |
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| 2201 | Interest of corporation controlled by you |
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| 2201 | Interest of corporation controlled by you |
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448,933,103 |
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| Short position |
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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 451,027,603 | 10.18 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 451,027,603 | 10.18 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 2202 | Interest of your spouse |
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| 28.
Further information in derivative interests in listed corporation : |
| Derivatives code |
Exercise period (dd/mm/yyyy) |
Consideration - if derivatives granted by listed corporation |
Number of shares |
| | | Begins | Ends | Currency | Price for grant | Currency | Exercise price | Currency | Price on assignment | |
| Long position | | 4108 | Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
| 08/06/2022 | 08/06/2032 | HKD | 0 | HKD | 22.780 | HKD | 0.000 | 192,000 |
| Long position | | 4108 | Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
| 01/04/2023 | 01/04/2026 | HKD | 0 | HKD | 0.000 | HKD | 0.000 | 979,500 |
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| 29.
Further information in relation to interests of children under 18 and/or spouse: |
| Child/Spouse | Name of child/spouse | Number of shares |
| Spouse | Sachiko Ezawa | |
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| 30.
Further information in relation to interests of corporations controlled by Director: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| Redwood Investor II (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Stuart Gibson | 45.87 | N | |
| Redwood Investor (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Redwood Investor II (Cayman) Ltd. | 100.00 | N | |
| Kurmasana Holdings, LLC | c/o Cogency Global Inc., 850 New Burton Road Suite 201, Kent County, Dover, Delaware 19904, United States of America | Redwood Investor (Cayman) Ltd. | 100.00 | N | |
| Redwood Investment Company, Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Kurmasana Holdings, LLC | 42.00 | Y | |
| Redwood Investment Company, Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Redwood Investor (Cayman) Ltd. | 58.00 | Y | |
| Redwood Consulting (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Stuart Gibson | 50.00 | Y | |
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| 31.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 32.
Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust: |
| Names of Trust | Address | Status code | Number of shares |
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| 33.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a director is interested under sections 317 and 318 | |
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| 34.
Supplementary information: |
On 8 Dec 2022, Stuart Gibson sold all his shares in Redwood Investor (Cayman) Ltd. to Redwood Investor II (Cayman) Ltd. and in consideration, Redwood Investor II (Cayman) Ltd issued shares to Stuart Gibson. Box 28: Please refer to the description in the submitted DI forms on 8 Jun 2022 and 27 Oct 2022.
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| 35.
Log/Serial Number of the previous form: |
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| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 3A: |
13/12/2022
(dd/mm/yyyy)
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