Annual Report 2022

53 China Merchants China Direct Investments Limited Annual Report 2022 DIRECTORS’ REPORT (CONTINUED) PUBLIC FLOAT Based on the information that is publicly available to the Company and within the knowledge of its Directors, throughout the year of 2022, there is sufficient public float of not less than 25% of the Company’s issued shares as required under the Listing Rules. CONTINUING CONNECTED TRANSACTION During the year, the Group had the following continuing connected transaction, certain details of which are disclosed in compliance with the requirements of Chapter 14A of the Listing Rules. Investment Management Agreement China Merchants China Investment Management Limited, a company incorporated in Hong Kong, is the Investment Manager of the Company for both listed and unlisted investments. Mr. ZHANG Rizhong, Mr. WANG Xiaoding, Ms. KAN Ka Yee, Elizabeth and Mr. TSE Yue Kit are Directors of both the Company and the Investment Manager. Ms. KAN Ka Yee, Elizabeth has indirect beneficial interests in the Investment Manager. The Investment Manager is a connected person of the Company under Rule 14A.08 of the Listing Rules. The existing Investment Management Agreement entered into between the Company and the Investment Manager (the “ Existing Management Agreement ”) on 18 October 2021 became effective on 1 January 2022 and is for a fixed term ending on 31 December 2024. For the year ended 31 December 2022, the management fees which were calculated based on a fixed percentage on the value of the Group’s adjusted assets on a quarterly basis as stipulated in the Existing Management Agreement totaling US$11,154,282 (2021: US$13,971,923) were paid or payable to the Investment Manager. The Independent Non-executive Directors have reviewed the above continuing connected transaction and have confirmed that the transaction has been entered into: 1. in the ordinary and usual course of the business of the Company and its subsidiaries; 2. on normal commercial terms or better; and 3. in accordance with the agreement governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole. Pursuant to Rule 14A.56 of the Listing Rules, the Company engaged its external auditor to report on the Group’s continuing connected transaction in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The auditor has issued an unqualified letter containing their findings and conclusions in respect of the continuing connected transaction set out above in accordance with Rule 14A.56 of the Listing Rules. Save as disclosed above, details of significant related party transactions are disclosed in note 27 to the consolidated financial statements. The Company has complied with the disclosure requirements in accordance with chapter 14A of the Listing Rules.