The directors herein prent their report and the audited financial statements of the Company and the Group for the year ended 31 March 2007.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities of its subsidiaries compri the property investment and development, the operations of hotel, restaurant and food business and the manufacture, trading and distribution of garments.
There were no significant changes in the nature of the Group’s principal activities during the year.
RESULTS AND DIVIDENDS
The Group’s profit for the year ended 31 March 2007 and the state of affairs of the Company and the Group at that date are t out in the financial statements on pages 60 to 168.
The directors recommend the payment of a final dividend of HK2 cents per ordinary share in respect of the year, payable to the shareholders on the register of members of the Company on 23 August 2007. This recommendation has been incorporated in the financial statements as an allocation of retained profits within the equity ction of the balance sheet.
SUMMARY OF FINANCIAL INFORMATION
The table t out below summaris the published results, asts, liabilities and minority interests of the Group for the last five financial years, as extracted from the audited financial statements and restated as appropriate. This summary does not form part of the audited financial statements.
60 168
2
Year ended 31 March
200720062005 2004 2003HK$’000HK$’000HK$’000HK$’000HK$’000
RESULTS REVENUE
655,811
595,339
680,995
607,972
597,267
PROFIT FROM
OPERATING ACTIVITIES 89,44525,86948,08846,34650,235Finance costs
(33,688)(24,968)(13,946)(14,296)(18,827)
Share of profits and loss of:
A jointly-controlled entity –
–– –(596)
Associates 338,01469,13519,189(3,244)–PROFIT BEFORE TAX 393,77170,03653,33128,80630,812Tax
(49,874)(12,140)(9,645)(8,067)(5,508)PROFIT FOR THE YEAR 343,897
57,896
43,686
20,739
25,304
Attributable to:
Equity holders of the parent 336,67056,13040,68020,46824,146Minority interests
7,2271,7663,0062711,158343,897
57,896
43,686
20,739
25,304
ASSETS, LIABILITIES AND MINORITY INTERESTS TOTAL ASSETS 2,338,4801,806,9061,458,638 1,356,2771,351,984
TOTAL LIABILITIES
(935,979)(765,788)(672,329)(581,659)(595,694)MINORITY INTERESTS
(34,191)(25,014)(21,614) (23,342)(26,314)1,368,310
1,016,604
764,695
751,276
729,976
SUMMARY OF FINANCIAL INFORMATION
(continued)
PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTIES
Details of movements in the property, plant and equipment and investment properties of the Group during the year are t out in notes 14 and 15 to the financial statements, respectively.
SHARE CAPITAL AND SHARE OPTIONS
Details of movements in the Company’s share capital and share options during the year are t out in notes 30 and 31 to the financial statements, respectively.
PRE-EMPTIVE RIGHTS
There is no provision for pre-emptive rights under the Company’s Bye-laws or the laws of Bermuda which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.
RESERVES
Details of movements in the rerves of the Company and the Group during the year are t out in note 32(b) to the financial statements and in the consolidated statement of changes in equity, respectively.
DISTRIBUTABLE RESERVES
At 31 March 2007, the Company’s rerves available for distribution, calculated in accordance with the provision of The Bermuda Companies Act 1981, amounted to HK$84,799,000. I n addition, the Company’s share premium account, in the amount of HK$467,994,000, may be distributed in the form of fully-paid bonus shares.
14 15
30 31
32(b)
1981 84,799,000 467,994,000
CONTINGENT LIABILITIES AND PLEDGE OF ASSETS
Details of the Group’s contingent liabilities and pledge of asts are t out in notes 36 and 39, respectively, to the financial statements.
CHARITABLE CONTRIBUTIONS
During the year, the Group made charitable contributions totalling HK$177,000 (2006: HK$158,000).
DIRECTORS
The directors of the Company during the year were:
Executive Directors:
Ma Kai Cheung
Ma Kai Yum
Ng Yan Kwong
Non-Executive Directors:
Yip Hing Chung
Zhang Huaqiao (appointed on 21 April 2007)
Independent Non-Executive Directors:
Lo Ming Chi, Charles
Yau Wing Keung
Lo Man Kit, Sam
I n accordance with Bye-law 99 of the Company’s Bye-laws, Mr. Yip Hing Chung will retire by rotation and, being eligible, will offer himlf for re-election at the forthcoming annual general meeting.
I n accordance with Bye-law 99 of the Company’s Bye-laws, Mr. Yau Wing Keung will retire and will not offer himlf for re-election at the forthcoming annual general meeting.
A resolution will be propod at the forthcoming annual general meeting to elect Mr. Wong See King as independent non-executive director of the Company, to fill the vacancy as a result of the retirement of Mr. Yau Wing Keung.
I n accordance with Bye-law 102(B) of the Company’s Bye-laws, Mr. Zhang Huaqiao will retire from office, and being eligible, will offer himlf for re-election at the forthcoming annual general meeting.
36 39
177,000 158,000
99
99
102(B)
DIRECTORS’ SERVICE CONTRACTS
Ma Kai Cheung had entered into a rvice contract with the Company. The contract has no fixed terms of engagement and is subject to termination by either party giving three months’ notice in writing.
Ng Yan Kwong had entered into a rvice contract with the Company. The contract has no fixed terms of engagement and is subject to retirement by rotation as required by the Company’s Bye-laws and termination by either party giving three months’ notice in writing.
Ma Kai Yum had no rvice contract with the Company at the balance sheet date.
The non-executive directors of the Company have been appointed for a term subject to retirement by rotation as required by the Company’s Bye-laws.
Apart from the foregoing, no director propod for re-election at the forthcoming annual general meeting has a rvice contract with the Company or any of its subsidiaries which is not terminable by the Company within one year without payment of compensation, other than statutory compensation.
DIRECTORS’ RIGHTS TO ACQUIRE SHARES
Save as disclod under the ction headed “Directors’ interests in the curities of the Group”, and in the share option scheme disclosures in note 31 to the financial statements, at no time during the year was the Company or any of its subsidiaries, a party to any arrangement to enable the Company’s directors, their respective spou or minor children to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
31
DIRECTORS’ INTERESTS IN THE SECURITIES OF THE GROUP
As at 31 March 2007, the interests and short positions of the Directors and chief executives of the Company in the shares,underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)) which (a)were required to be notified to the Company and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or which (b) were required pursuant to Section 352 of the SFO to be entered in the register referred therein; or which (c) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) under the Listing Rules,were as follows:
Long positions in shares
(a)
The Company
Underlying
Number of ordinary shares held shares
Percentage of and nature of interest pursuant to
the Company’s Personal Family Other share options issued share
Name of director Capacity interests interests interests (note 1)
Total capital
1 Ma Kai Cheung
Beneficial owner,29,510,000
9,300,000
259,129,025
10,000,000
307,939,025
41.24
interest of spou, (note 2)(note 3)beneficiary of trust 2
3
Ma Kai Yum
Interest of spou –
2,700,000101,201,04010,500,000114,401,04015.32
and beneficiary (note 4)(notes 5 & 6)of trust
4
5 6
Ng Yan Kwong Beneficial owner 5,000,000––8,000,000
13,000,000 1.74 Yip Hing Chung Beneficial owner 3,520,000
–––3,520,0000.47
Lo Ming Chi, Charles Beneficial owner –––450,000450,0000.06 Yau Wing Keung Beneficial owner –––450,000450,0000.06 Lo Man Kit, Sam Beneficial owner –
–
–
150,000
150,000
0.02
XV (a) XV 7 8 (b) 352 (c)
(a)
