DIRECTORS’ REPORT
The directors have pleasure in prenting their annual report and the audited consolidated financial statements for the year ended 31 March 2010.PRINCIPAL ACTIVITIES
The Company acts as an investment holding company. The activities of its principal subsidiaries, associates and jointly controlled entity are t out in notes 47, 48 and 49 to the consolidated financial statements, respectively.RESULTS AND APPROPRIATIONS
The results of the Group and appropriations of the Company for the year ended 31 March 2010 are t out in the consolidated income statement on page 43 and the accompanying notes to the consolidated financial statements. An interim dividend of 3.0 HK cents per share was paid to the shareholders during the year. A final dividend of 3.5 HK cents per share is propod by the directors. On the basis of 6.5 HK cents per share for the entire year, total dividends amount to HK$43,943,000.
TEN-YEAR FINANCIAL SUMMARY
A summary of the results and of the asts and liabilities of the Group for the past ten financial years is t out on pages 10 and 11.
SHARE CAPITAL
Details of movement in the share capital of the Company during the year are t out in note 34 to the consolidated financial statements.
INVESTMENT PROPERTIES
Details of movements in investment properties of the Group and the Company during the year are t out in note 14 to the consolidated financial statements.
PROPERTY, PLANT AND EQUIPMENT
During the year, the Group acquired property, plant and equipment of approximately HK$23,818,000 to expand its business. Details of movements in property, plant and equipment of the Group and the Company during the year are t out in note 15 to the consolidated financial statements.
DISTRIBUTABLE RESERVES OF THE COMPANYhithere
The Company’s rerves available for distribution to shareholders as at 31 March 2010 are reprented by the retained profits and the dividend rerve totalling HK$123,799,000 (2009: HK$215,397,000).
DONATIONS
During the year, the Group made charitable and other donations totalling HK$678,000.
47 48 49
43 3.0 3.5 6.5 43,943,000
10 11
34
14
23,818,000 15
123,799,000 215,397,000
678,000
DIRECTORS’ REPORT
有声读物网站
(CONTINUED)
DIRECTORS AND SERVICE CONTRACTS
The directors of the Company during the year and up to the date of this report were:
Executive directors:
Victor LO Chung Wing, Chairman & Chief Executive Andrew NG Sung On, Vice Chairman Kevin LO Chung Ping Paul LO Chung Wai LEUNG Pak Chuen Richard KU Yuk Hing
Andrew CHUANG Siu Leung
Non-executive directors:CHAU Kwok Wai (re-designated from executive director to non-executive director on 31 May 2009)Raymond WONG Wai Kan Vincent CHEUNG Ting Kau LUI Ming Wah*
Frank CHAN Chi Chung*CHAN Kei Biu*
*
Independent non-executive director
In accordance with Articles 95 and 112 of the Company’s Articles of Association, Messrs. Andrew NG Sung On, Kevin LO Chung Ping, Vincent CHEUNG Ting Kau and F rank CHAN Chi Chung are due to retire at the forthcoming annual general meeting and, being eligible, offer themlves for re-election.
No directors being propod for re-election at the forthcoming annual general meeting has a rvice contract with the Company or its subsidiaries which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.
The non-executive directors have been appointed for a term subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association of the Company.
DIRECTORS’ INTERESTS IN CONTRACTS OF SIGNIFICANCE
On 25 May 2009, the Group entered into two sale and purcha agreements for the disposal of its entire interests in Lighthou Technologies Limited (“Lighthou”) to Linkz Industries Limited (“Linkz”) at a consideration of HK$180,000,000. Linkz is an associate of the Group and Mr. Paul LO Chung Wai, a director of the Company, held 49.2% shareholdings in Linkz on the date of the transact
ion. The disposal constituted a connected transaction under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The details of the transaction were t out in a circular dated 15 June 2009 to the shareholders of the Company.Saved as disclod above, no contracts of significance to which the Company or any of its subsidiaries was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year.
* * *
*
95 112
180,000,000 49.2
DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS IN SECURITIES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS
As at 31 March 2010, the interests and short positions of the directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and any of its associate
d corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”) ) which 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 were required, pursuant to ction 352 of the SF O, to be entered in the register referred to therein, or which were required, pursuant to Appendix 10 “Model Code for Securities Transactions by Directors of Listed Issuers” contained in the Listing Rules to be notified to the Company and the Stock Exchange were as follows:
(a) Interest in shares of the Company (long positions)
As at 31 March 2010, the interests of the directors and the chief executive in the ordinary shares of the Company were as follows:
Number of ordinary shares held
Percentage of
issued share
Personal Family Corporate Total capital of Name of director interests
interests
interests
interests
the Company
%
Victor LO Chung Wing 107,082,008 – 125,807,760 * 232,889,768
29.68
Andrew NG Sung On 99,682,219 595,713 125,807,760 * 226,085,692 28.81 Kevin LO Chung Ping 892,855 4,627,235 – 5,520,090
0.70 Paul LO Chung Wai 32,302,166 – – 32,302,166 4.12 LEUNG Pak Chuen 4,575,114 – – 4,575,114 0.58 Richard KU Yuk Hing
2,629,684 – – 2,629,684 0.34 Andrew CHUANG Siu Leung 677,855 – – 677,855 0.09 CHAU Kwok Wai
350,000 – – 350,000 0.04 Raymond WONG Wai Kan 2,557,256 – – 2,557,256 0.33 Vincent CHEUNG Ting Kau 2,782,212
– – 2,782,212 0.35 LUI Ming Wah
shivaree– – – – – Frank CHAN Chi Chung – – – – –
CHAN Kei Biu
–
– – – –
*
125,807,760 ordinary shares were beneficially owned by Well Glory International Limited, a company in which Messrs. Victor LO Chung Wing and Andrew NG Sung On have beneficial interests.
(a)
*
Well Glory International Limited 125,807,760
DIRECTORS’ REPORT
(CONTINUED)
DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS IN SECURITIES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS (continued)
(b) Interests in shares of the Company’s associated corporations (long
positions)
As at 31 March 2010, the direct beneficial interests of the directors and the chief executive in the shares of GP Batteries International Limited (“GPBI”), a 49.8% owned associate of GP Industries Limited (“GP Ind”), and Gold Peak Industries (Taiwan) Limited (“GPIT”), a 79.6% owned subsidiary of GPBI, and GP Ind, a 79.5% owned subsidiary of the Company, were as follows:
Number of ordinary shares and
percentage of their issued share capital helddlna
GP Name of director
GPBI GPIT GP Ind
Number
%
阿拉巴马大学Number % Number
%
brieflyVictor LO Chung Wing 200,000 0.18 –
– – –
Andrew NG Sung On 833,332
0.76 500,000
0.25 378,412 0.07 Kevin LO Chung Ping – – – – – – Paul LO Chung Wai 80,000
delilah
开放英语0.07 – – – – LEUNG Pak Chuen –
– –
– 1,608,000 0.31 Richard KU Yuk Hing
222,000
0.20 200,000
0.10 270,000 0.05 Andrew CHUANG Siu Leung – – – – 155,000 0.03 CHAU Kwok Wai
–
– –
– 481,232 0.09 Raymond WONG Wai Kan 374,000 0.34 100,000
0.05 1,598,827 0.31 Vincent CHEUNG Ting Kau 20,000
yufeng0.02 – – – – LUI Ming Wah
– – – – – – Frank CHAN Chi Chung – – – – – – CHAN Kei Biu – – – – – –
Save as disclod above, as at 31 March 2010, none of the directors, the chief executive or their associates had any interest in the curities of the Company or any of its associated corporations as defined in SFO.
(b)
GP GP 49.8% 79.6% 79.5% GP
DIRECTORS’ AND CHIEF EXECUTIVE’S RIGHTS TO ACQUIRE SHARES OR DEBENTURES
Particulars of the share option schemes of the Company and GP Ind are t out in note 35 to the consolidated financial statements.
The following tables disclo the movements in the number of share options of GP Ind and GPBI which have been granted to the directors of the Company, during the year:
(a) GP Ind’s share option scheme:
Number of option shares
Exercid
Exerci Outstanding during Outstanding Name of director Date of grant Exercisable period price at 1.4.2009
the year
at 31.3.2010
S$
Victor LO Chung 14.4.2000 14.4.2002-13.4.2010 0.456 300,000 – 300,000 Wing 4.4.2001 4.4.2003-3.4.2011 0.620 600,000 – 600,000 14.8.2002 14.8.2003-13.8.2012 0.550 384,000 – 384,000 15.9.2003 15.9.2004-14.9.2013 0.880 384,000 – 384,000 5.7.2004 5.7.2005-4.7.2014 1.030 400,000 – 400,000 LEUNG Pak Chuen 15.9.2003 15.9.2004-14.9.2013 0.880 350,000 – 350,000 5.7.2004 5.7.2005-4.7.2014 1.030 380,000 –
380,000 Andrew CHUANG 14.4.2000 14.4.2002-13.4.2010 0.456 110,000 (110,000 )
– Siu Leung 4.4.2001 4.4.2003-3.4.2011 0.620 200,000 – 200,000 14.8.2002 14.8.2003-13.8.2012 0.550 130,000 – 130,000 15.9.2003 15.9.2004-14.9.2013 0.880 130,000 – 130,000
5.7.2004 5.7.2005-4.7.2014 1.030 150,000 –
150,000 CHAU Kwok Wai 5.7.2004 5.7.2005-4.7.2014 1.030 180,000 – 180,000 Raymond WONG 15.9.2003 15.9.2004-14.9.2013 0.880 140,000 – 140,000
Wai Kan
5.7.2004
5.7.2005-4.7.2014
1.030
180,000
–
180,000
GP 35
GP
(a) GP
DIRECTORS’ REPORT
(CONTINUED)
DIRECTORS’ AND CHIEF EXECUTIVE’S RIGHTS TO ACQUIRE SHARES OR DEBENTURES (continued)
(b) GPBI’s share option scheme:
Number of option shares
Lapd
Exerci Outstanding during Outstanding Name of director Date of grant Exercisable period price at 1.4.2009
the year
at 31.3.2010
S$
Andrew NG 17.3.2000 17.3.2002-16.3.2010 1.410 200,000 (200,000 )
– Sung On 11.10.2000 11.10.2002-10.10.2010 1.600 200,000 – 200,000 5.8.2002 5.8.2004-4.8.2012 1.250 190,000 – 190,000 25.6.2003 25.6.2005-24.6.2013 2.500 190,000 –
190,000
Richard KU 25.6.2003
25.6.2005-24.6.2013
2.500
170,000
–
170,000
Yuk Hing
aninterviewSave as disclod above, none of the directors, chief executive, their spous or children under the age of 18 had any right to subscribe for the curities of the Company, or had exercid any such right during the year.
Save as disclod above, as at 31 March 2010, none of the directors or chief executive of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SF O) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SF O (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to ction 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code
for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange.
Save as disclod above, at no time during the year was the Company or any of its subsidiaries a party to any arrangement to enable the directors or the chief executive of the Company or their respective associates to acquire benefits by means of acquisition of shares in, or debentures of, the Company or any other body corporate.
(b)
18
