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Directors' Report 董事局报告书


Directors’ Report

The directors present their annual report and the audited consolidated financial statements of Paul Y. Engineering Group Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) for the year ended 31 March 2009.

PRINCIPAL ACTIVITIES
The Company is an investment holding company. The activities of its principal subsidiaries, associates and jointly controlled entity at 31 March 2009 are set out in note 44 to the consolidated financial statements. 44

RESULTS AND APPROPRIATIONS
The results of the Group and appropriations of the Company for the year ended 31 March 2009 are set out in the consolidated income statement on page 57 of the annual report and in the accompanying notes to the consolidated financial statements. 57

MAJOR CUSTOMERS AND SUPPLIERS
For the year ended 31 March 2009, the five largest customers and the single largest customer of the Group accounted for approximately 66% and 18% of the turnover of the Group, respectively. The aggregate purchases attributable to the five largest suppliers of the Group during the year were less than 30% of the purchases of the Group. As far as the directors are aware, none of the directors, their associates, within the meaning of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) (the “Listing Rules”), or those shareholders which to the knowledge of the directors own more than 5% of the Company’s share capital have an interest in any of the five largest customers of the Group for the year ended 31 March 2009. 5% 18% 30% 66%

LIQUIDITY AND CAPITAL RESOURCES
The Group currently maintains a variety of credit facilities to meet its working capital requirements. At 31 March 2009, the Group’s total bank borrowings amounted to approximately HK$316,189,000 with approximately HK$268,225,000 repayable within one year, approximately HK$42,993,000 repayable between one to two years and approximately HK$4,971,000 repayable between two to five years. Cash, bank balances and deposits at 31 March 2009 amounted to approximately HK$441,824,000. The Group’s current ratio was approximately 1.22 and the Group’s total bank borrowings to equity ratio was approximately 0.59 at 31 March 2009. 0.59 441,824,000 1.22 4,971,000 316,189,000 42,993,000 268,225,000

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Directors’ Report

PROPERTY, PLANT AND EQUIPMENT
During the year, the Group spent approximately HK$20,493,000 on property, plant and equipment to expand and upgrade its operating capacity. Details of these and other movements in the property, plant and equipment of the Group during the year are set out in note 16 to the consolidated financial statements. 16 20,493,000

SHARE CAPITAL
Details of movements in the issued share capital of the Company during the year are set out in note 34 to the consolidated financial statements. 34

SHARE OPTIONS
Particulars of the share option schemes and details of movements in the share options of the Company and its holding company during the year are set out in note 35 to the consolidated financial statements. 35

DISTRIBUTABLE RESERVES OF THE COMPANY
The Company’s reserves available for distribution to shareholders as at 31 March 2009 comprised the retained profits of HK$60,793,000 (2008: HK$85,784,000). 85,784,000 ) 60,793,000

40

Paul Y. Engineering Group Limited Annual Report 2009

DIRECTORS
The directors of the Company during the year and up to the date of this report were: Independent Non-Executive Directors James Chiu, OBE, JP (Chairman) Lee Chack Fan, SBS, JP Iain Ferguson Bruce Non-Executive Director Lau Ko Yuen, Tom (Deputy Chairman) Executive Directors Wong Kam Cheong, Stanley (Chief Executive Officer) Cheung Lee Ming, Andy (Chief Financial Officer) Mok Yat Fan, Edmond (Chief Executive Officer) Lee Hon Chiu (resigned on 1 May 2008) 87(1) 87(2) (resigned on 1 September 2008) ( ) (appointed on 18 July 2008) ( ) (appointed on 1 September 2008) ( )

OBE SBS

JP JP

Iain Ferguson Bruce

In accordance with Bye-laws 87(1) and 87(2) of the Company’s Byelaws, Ir James Chiu and Professor Lee Chack Fan, retire by rotation at the forthcoming annual general meeting. All retiring directors, being eligible, offer themselves for re-election at the forthcoming annual general meeting. Non-executive directors are appointed for a specific term of approximately three years, and they are subject to retirement by rotation under the Company’s Bye-laws.

DIRECTORS’ SERVICE CONTRACTS
None of the directors proposed for re-election at the forthcoming annual general meeting has a service contract with the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

41

Directors’ Report

DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES
At 31 March 2009, 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 associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”)), as recorded in the register of the Company required to be kept under Section 352 of the SFO or as otherwise notified to the Company and Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) in the Listing Rules were as follows: (a) Interests in shares and underlying shares of the Company (a) Number of underlying shares (in respect of the Number of shares of the Name of director Capacity Long position Company held share options (unlisted equity derivatives)) of the Company held Total Approximate percentage of shareholding of the Company 352

James Chiu

Beneficial owner

Long position



500,000 (note)

500,000

0.08%

Lau Ko Yuen, Tom

Beneficial owner

Long position



500,000 (note)

500,000

0.08%

Lee Chack Fan

Beneficial owner

Long position



500,000 (note)

500,000

0.08%

Iain Ferguson Bruce

Beneficial owner

Long position

772,221

500,000 (note)

1,272,221

0.21%

Note:

The share options were granted to Ir James Chiu, Mr Lau Ko Yuen, Tom, Professor Lee Chack Fan and Mr Iain Ferguson Bruce on 8 June 2007 under the share option scheme of the Company adopted on 7 September 2005 and entitle each of them to subscribe for 500,000 shares upon exercise at an exercise price of HK$1.36 per share exercisable during the period from 1 July 2007 to 30 June 2009. Iain Ferguson Bruce 1.36 500,000

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Paul Y. Engineering Group Limited Annual Report 2009

DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES (continued)
(b) Interests in shares and underlying shares of PYI Corporation Limited (“PYI”) Number of underlying shares (in respect of the share options Number of Long Name of director Capacity position shares of PYI held (unlisted equity derivatives)) of PYI held PYI Number of underlying shares (in respect of the warrants (listed equity derivatives)) of PYI held PYI Total Approximate percentage of shareholding of PYI (b) PYI

PYI

PYI

Lau Ko Yuen, Tom

Beneficial owner

Long position

4,745,825

33,565,000 (note i)

790,970 (note ii)

39,101,795

2.59%

i
Cheung Lee Ming, Andy Beneficial owner Long position – 1,166,666 (note iii)

ii
– 1,166,666 0.08%

iii
Notes: (i) The share options were granted to Mr Lau Ko Yuen, Tom under the share option scheme of PYI adopted on 27 August 2002 (“PYI Share Option Scheme”). The said share options comprised: (a) 15,166,666 options granted to him on 28 December 2004 which entitle him to subscribe for a total of 15,166,666 shares upon exercise at the exercise prices of HK$1.0628 (as to 7,583,333 options) and HK$1.2857 (as to 7,583,333 options) per share exercisable during the period from 28 December 2004 to 26 August 2012; 7,583,333 7,583,333 (b) 5,366,667 5,366,667 2.1257 (a) 15,166,666 15,166,666 1.0628 1.2857 (i) PYI ( PYI )

(b)

5,366,667 options granted to him on 8 September 2006 which entitle him to subscribe for 5,366,667 shares upon exercise at an exercise price of HK$2.1257 per share exercisable during the period from 8 September 2008 to 7 September 2009;

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Directors’ Report

DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES (continued)
(b) Interests in shares and underlying shares of PYI Corporation Limited (“PYI”) (continued)
Notes: (continued) (i) (continued) (c) 9,100,000 options granted to him on 18 September 2007 which entitle him to subscribe for a total of 9,100,000 shares upon exercise at an exercise price of HK$3.0394 per share (as to 4,550,000 options exercisable during the period from 18 September 2008 to 17 September 2009 and as to 4,550,000 options exercisable during the period from 18 September 2009 to 17 September 2010); and 4,550,000 4,550,000 (i) (c) 9,100,000 9,100,000 3.0394

(b)

PYI

(d)

3,931,667 options granted to him on 3 June 2008 which entitled him to subscribe for a total of 3,931,667 shares upon exercise at an exercise price of HK$1.7142 per share exercisable during the period from 3 June 2008 to 2 June 2009.

(d)

3,931,667 3,931,667 1.7142

(ii)

The warrants were issued to Mr Lau Ko Yuen, Tom on 26 September 2008 as a result of the payment of final dividend by PYI for the year ended 31 March 2008 by way of warrants issue on the basis of one warrant for every six existing shares (“Warrant Issue”) held by him. The warrants entitle him to subscribe for 790,970 shares during the subscription period from 26 September 2008 to 25 September 2009 at an initial subscription price of HK$1.00 per share.

(ii)

PYI

1.00 (iii) 1,166,666 583,333 2.1428

790,970 PYI 1.7142

(iii)

The share options were granted to Mr Cheung Lee Ming, Andy on 3 June 2008 under the PYI Share Option Scheme and entitle him to subscribe for 1,166,666 shares upon exercise at exercise prices of HK$1.7142 per share (as to 583,333 options) exercisable during the period from 3 June 2008 to 2 June 2009 and HK$2.1428 per share (as to 583,333 options) exercisable during the period from 3 June 2009 to 2 June 2010.

583,333

PYI, the ultimate holding company of the Company, is an associated corporation, within the meaning of Part XV of the SFO, of the Company. Save as disclosed above, at 31 March 2009, none of the directors or chief executives of the Company had any interest or short positions in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) as recorded in the register of the Company required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code. 352

PYI

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Paul Y. Engineering Group Limited Annual Report 2009

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES
(a) The Company i) Share option scheme Details of movements in the share options of the Company granted under the share option scheme of the Company adopted on 7 September 2005 during the year are as follows: Number of shares of the Company to be issued upon exercise of the share options Exercise price per share Outstanding Re-classified at during 1.4.2008 the year Exercised during the year Lapsed Outstanding during at the year 31.3.2009 (a)

i)

Name/Capacity of eligible person

Date of grant

Vesting date

Exercise period

HK$

(Note 4) 4

Director James Chiu Lau Ko Yuen, Tom Lee Chack Fan Iain Ferguson Bruce Mok Yat Fan, Edmond (Note 1) 1 Lee Hon Chiu (Note 2) 2 Employees (Note 3) 3 8.6.2007 8.6.2007 8.6.2007 8.6.2007 13.7.2006 13.7.2006 13.7.2006 3.2.2006 3.2.2006 3.2.2006 9.2.2006 30.5.2007 30.5.2007 30.5.2007 28.12.2007 9.2.2006 30.5.2007 30.5.2007 30.5.2007 28.12.2007 1.7.2007 1.7.2007 1.7.2007 1.7.2007 13.7.2006 13.7.2007 13.7.2008 3.2.2006 1.1.2007 1.1.2008 9.2.2008 1.7.2007 1.7.2008 9.2.2008 1.9.2008 9.2.2008 1.7.2007 1.7.2008 9.2.2008 1.6.2008 1.7.2007 - 30.6.2009 1.7.2007 - 30.6.2009 1.7.2007 - 30.6.2009 1.7.2007 - 30.6.2009 13.7.2006 - 12.7.2008 13.7.2007 - 12.7.2009 13.7.2008 - 12.7.2009 3.2.2006 - 6.9.2015 1.1.2007 - 6.9.2015 1.1.2008 - 6.9.2015 9.2.2008 - 8.2.2009 1.7.2007 - 30.6.2008 1.7.2008 - 30.6.2009 9.2.2008 - 8.2.2009 1.9.2008 - 31.8.2009 9.2.2008 - 8.2.2009 1.7.2007 - 30.6.2008 1.7.2008 - 30.6.2009 9.2.2008 - 8.2.2009 1.6.2008 - 31.5.2009 1.36 1.36 1.36 1.36 1.00 1.00 1.00 0.70 0.85 1.00 0.90 1.34 1.34 1.34 1.40 0.90 1.34 1.34 1.34 1.40 500,000 500,000 500,000 500,000 214,000 1,500,000 2,000,000 500,000 500,000 500,000 2,800,000 1,500,000 1,500,000 9,500,000 600,000 – – – 1,800,000 1,000,000 25,914,000 – – – – – – – – – – (600,000) (600,000) (600,000) – – 600,000 600,000 600,000 – – – – – – – (214,000) (1,300,000) – (500,000) (500,000) (500,000) (1,000,000) – – – – – – – – – – – – – – (200,000) (2,000,000) – – – (1,200,000) (900,000) (900,000) (9,500,000) (600,000) (600,000) (600,000) – (1,800,000) – 500,000 500,000 500,000 500,000 – – – – – – – – – – – – – 600,000 – 1,000,000 3,600,000

Other participants

(4,014,000) (18,300,000)

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Directors’ Report

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES (continued)
(a) The Company (continued) i) Share option scheme (continued)
Notes: 1. 2. 3. Resigned as director on 1 September 2008. Resigned as director on 1 May 2008. Employees working under employment contracts that were regarded as “continuous contracts” for the purpose of the Employment Ordinance of Hong Kong. 4. Certain persons ceased to work under employment contracts; and accordingly, their share options were re-classified from the category of “Employees” to the category of “Other participants”. 4. 1. 2. 3.

(a)

i)

No share options of the Company were granted or cancelled during the year. In respect of the 4,014,000 share options exercised during the year, the weighted average closing price of the Company’s shares immediately before the dates on which such options were exercised was HK$1.219. Particular of share option scheme of the Company are set out in note 35 to the consolidated financial statements. ii) Share award scheme This scheme, which was adopted by the Company on 6 September 2006, allows the Company to make bonus payments to eligible persons (including employees, directors, consultants, advisers and agents of the Group) by way of the Company’s shares acquired by and held through an independent trustee until fulfilment of specified conditions before vesting. None of the directors of the Company were awarded any of the Company’s shares under this share award scheme during the year or at 31 March 2009. 35 1.219 4,014,000

ii)

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Paul Y. Engineering Group Limited Annual Report 2009

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES (continued)
(a) The Company (continued) iii) Share financing plan This plan, which was adopted by the Company on 6 September 2006, allows eligible persons (including employees, directors, consultants, advisers and agents of the Group) to borrow funds from the Company or from a company within the Group to acquire new or old shares of the Company on a non-recourse basis with the subject shares pledged to the Company as security subject always to connected transaction and other relevant provisions under the Listing Rules. None of the directors of the Company acquired any of the Company’s shares under this share financing plan during the year or at 31 March 2009. (b) PYI i) Share option scheme Details of movements in the share options of PYI granted under the share option scheme of PYI adopted on 27 August 2002 to the directors of the Company during the year are as follows: Number of shares of PYI to be issued upon exercise of the share options PYI Outstanding Granted Lapsed Adjusted Outstanding at during during during at 1.4.2008 the year the year the year 31.3.2009 (b) PYI i) PYI PYI (a)

iii)

Name of director

Date of grant Vesting date

Exercise period

Exercise price per share

Note

HK$ Lau Ko Yuen, Tom 28.12.2004 28.12.2004 8.9.2006 8.9.2006 18.9.2007 18.9.2007 18.9.2007 3.6.2008 8.9.2006 8.9.2006 3.6.2008 3.6.2008 3.6.2008 28.12.2004 28.12.2004 8.9.2007 8.9.2008 18.9.2007 18.9.2008 18.9.2009 3.6.2008 1.8.2007 (Note 3) 3.6.2008 3.6.2008 3.6.2009 28.12.2004 to 26.8.2012 28.12.2004 to 26.8.2012 8.9.2007 to 7.9.2008 8.9.2008 to 7.9.2009 18.9.2007 to 17.9.2008 18.9.2008 to 17.9.2009 18.9.2009 to 17.9.2010 3.6.2008 to 2.6.2009 1.8.2007 to 31.7.2008 1.8.2008 to 31.7.2009 3.6.2008 to 2.6.2009 3.6.2008 to 2.6.2009 3.6.2009 to 2.6.2010 1.0628 1.2857 2.48 2.1257 3.546 3.0394 3.0394 1.7142 2.43 2.43 1.7142 1.7142 2.1428 4 4 4 4 4 4 6,500,000 6,500,000 4,600,000 4,600,000 3,900,000 3,900,000 3,900,000 – 1,500,000 1,500,000 – – – 36,900,000 – – – – – – – 3,370,000 – – 1,000,000 500,000 500,000 – – (4,600,000) – (3,900,000) – – – (1,500,000) (1,500,000) (1,166,666) – –

(Note 5) 5 1,083,333 1,083,333 – 766,667 – 650,000 650,000 561,667 – – 166,666 83,333 83,333 5,128,332 7,583,333 7,583,333 – 5,366,667 – 4,550,000 4,550,000 3,931,667 – – – 583,333 583,333 34,731,666

Mok Yat Fan, Edmond (Note 1) 1 Cheung Lee Ming, Andy (Note 2) 2

4 4 4

5,370,000 (12,666,666)

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Directors’ Report

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES (continued)
(b) PYI (continued) i) Share option scheme (continued)
Notes: 1. 2. 3. Resigned as director on 1 September 2008. Appointed as director on 18 July 2008. As the vesting condition was not fulfilled, the share options were not vested and were lapsed accordingly. 4. The range of exercise prices of the share options have been adjusted from HK$1.24 and HK$3.546 to HK$1.0628 and HK$3.0394 as a result of the Warrant Issue. 5. The number of share options has been adjusted as a result of the Warrant Issue. 5. 1.0628 4. 1.24 3.546 3.0394 1. 2. 3.

(b)

PYI

i)

No share options of PYI granted to the above directors of the Company were cancelled or exercised during the year. Particulars of share option scheme of PYI are set out in note 35 to the consolidated financial statements. ii) Share award scheme This scheme, which was adopted by PYI on 23 February 2006, allows PYI to make bonus payments to eligible persons (including employees, directors, consultants, advisers and agents of PYI and its subsidiaries (“PYI Group”)) by way of PYI’s shares acquired by and held through an independent trustee until fulfilment of specified conditions before vesting. None of the directors of the Company were awarded any of PYI’s shares under this share award scheme during the year or at 31 March 2009. PYI PYI PYI 35

PYI

ii)
PYI PYI ( PYI ) PYI

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Paul Y. Engineering Group Limited Annual Report 2009

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES (continued)
(b) PYI (continued) iii) Share financing plan This plan, which was adopted by PYI on 14 February 2006, allows eligible persons (including employees, directors, consultants, advisers and agents of the PYI Group) to borrow funds from PYI or from a company within the PYI Group to acquire new or old PYI’s shares on a non-recourse basis with the subject shares pledged to PYI as security subject always to connected transaction and other relevant provisions under the Listing Rules. None of the directors of the Company acquired any of PYI’s shares under this share financing plan during the year or at 31 March 2009. Save as disclosed herein, at no time during the year was the Company or any of its subsidiaries or holding company or any subsidiaries of the Company’s holding company, a party to any arrangements to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debt securities including debentures of, the Company or any other body corporate, and none of the directors, chief executives or their spouse or children under the age of 18, had any right to subscribe for securities of the Company, or had exercised any such rights during the year. PYI PYI PYI (b) PYI

iii)
PYI PYI PYI PYI

DIRECTORS’ INTERESTS IN COMPETING BUSINESSES
None of the directors of the Company is interested in any business apart from the Group’s businesses which competes or is likely to compete, either directly or indirectly, with the businesses of the Group during the year or at 31 March 2009.

DIRECTORS’ INTERESTS IN CONTRACTS OF SIGNIFICANCE
Save as disclosed under the section headed “Connected Transactions” below, no contracts of significance to which the Company or any of its holding companies or fellow subsidiaries or 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.

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Directors’ Report

CONTINUING CONNECTED TRANSACTIONS
On 1 March 2007, the Company and PYI entered into a conditional business services agreement (“Original Business Services Agreement”) for the period from 1 April 2007 to 31 March 2010 with the annual cap amounts of HK$60 million, HK$80 million and HK$100 million for the financial years ended/ending 31 March 2008, 2009 and 2010 respectively. The entering into of the Original Business Services Agreement constituted a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Details of which were set out in the circular of the Company dated 15 March 2007. On 23 April 2008, the Company and PYI entered into a conditional business services agreement (“Business Services Agreement”) to adjust the annual cap amounts to HK$250 million and HK$350 million for each of the two financial years ended/ending 31 March 2009 and 2010 respectively and to set the annual cap amount at HK$500 million for the financial year ending 31 March 2011. The entering into of the Business Services Agreement constituted a continuing connected transaction for the Company under Chapter 14A of the Listing Rules. Details of which were set out in the circular of the Company dated 14 May 2008 (“Circular”). During the year, the Group entered into the following transactions with a subsidiary of PYI, which constituted “continuing connected transactions” or “connected transactions” under the Listing Rules. Details of such transactions are as follows: Name of party Nature of transaction Amount HK$’000 PYI 14A 350,000,000 500,000,000 250,000,000 PYI 80,000,000 100,000,000 14A 60,000,000 PYI

PYI Xingdong Properties (Jiangsu) Limited (“PYI Xingdong”)

Project and facilities management fees charged by the Group Construction works charged by the Group Interest charged by the Group

4,251 108,214 11,373

123,838 PYI Xingdong is an associate, within the meaning of the Listing Rules, of PYI, a substantial shareholder of the Company. Mr Lau Ko Yuen, Tom, a director of the Company, is also a director of PYI. PYI PYI

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Paul Y. Engineering Group Limited Annual Report 2009

CONTINUING CONNECTED TRANSACTIONS (continued)
Pursuant to Rule 14A.38 of the Listing Rules, the board of directors of the Company engaged the auditor of the Company to perform certain agreed upon procedures in respect of the continuing connected transactions of the Group in accordance with the Hong Kong Standard on Related Services 4400 “Engagements to Perform Agreed-Upon Procedures Regarding Financial Information” issued by the Hong Kong Institute of Certified Public Accountants, to assist the independent non-executive directors of the Company to evaluate whether such transactions: (i) (ii) have received the approval of the board of directors of the Company; have been entered into in accordance with the pricing policies of the Group with reference to similar transactions with independent third parties; (iii) (iv) have been entered into in accordance with the terms of the relevant agreement governing such transactions; and have not exceeded the relevant cap amount for the year ended 31 March 2009 as set out in the Circular. The auditor of the Company have reported their factual findings on these procedures to the board of directors of the Company. The independent non-executive directors of the Company, have reviewed and confirmed that the continuing connected transactions as set out above have been entered into: (i) (ii) in the ordinary and usual course of the business of the Group; either on normal commercial terms or on terms no less favourable to the Company than terms available from independent third parties; and (iii) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the shareholders of the Company, as a whole. (iii) (i) (ii) (iv) (iii) (ii) (i) 4400 14A.38

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Directors’ Report

INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS/OTHER PERSONS RECORDED IN THE REGISTER KEPT UNDER SECTION 336 OF THE SFO
At 31 March 2009, so far as is known to the directors and the chief executives of the Company, the interests and short positions of the substantial shareholders/other persons in the shares and underlying shares of the Company as recorded in the register of the Company required to be kept under Section 336 of the SFO were as follows: (1) Interests of substantial shareholders in the shares and underlying shares of the Company (1)

336

336

Approximate Number of shares of the Name of shareholder Capacity Long position Company held percentage of shareholding of the Company

PYI

Interest of controlled corporation (Note)

Long position

375,826,317

62.36%

PYI Treasury Group Limited (“PYIT”)

Interest of controlled corporation (Note)

Long position

375,826,317

62.36%

Growing Success Limited (“Growing Success”)

Interest of controlled corporation (Note)

Long position

375,826,317

62.36%

Paul Y. Investments Limited (“PYIL”)

Beneficial owner (Note)

Long position

375,826,317

62.36%

CIM Dividend Income Fund Limited

Investment manager

Long position

61,347,869

10.18%

Note: PYIL is a wholly-owned subsidiary of Growing Success which is in turn a wholly-owned subsidiary of PYIT. PYIT is a wholly-owned subsidiary of PYI. Growing Success, PYIT and PYI are deemed to be interested in the shares of the Company held by PYIL. PYIL PYIL Growing Success PYIT Growing Success PYIT PYIT PYI Growing PYI

Success

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Paul Y. Engineering Group Limited Annual Report 2009

INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS/OTHER PERSONS RECORDED IN THE REGISTER KEPT UNDER SECTION 336 OF THE SFO (continued)
(2) Interests of other persons in shares and underlying shares of the Company Number of underlying Number of shares of the Name of person Capacity Long position Company held shares (unlisted equity derivatives) of the Company held (2)

336

Approximate percentage of shareholding of Total the Company

Mr Daniel Saul Och

Interest of controlled corporation (Note)

Long position

39,058,875

2,796,273

41,855,148

6.94%

Och-Ziff Capital Management Group LLC (“Och-Ziff Capital”)

Interest of controlled corporation (Note)

Long position

39,058,875

2,796,273

41,855,148

6.94%

OZ Management, L.P. (“OZ Management”)

Investment manager (Note)

Long position

39,058,875

2,796,273

41,855,148

6.94%

OZ Master Fund, Ltd (“OZ Master”) Platinum Global Dividend Fund Limited

Beneficial owner (Note) Long position

36,185,257

2,278,837

38,464,094

6.38%

Investment manager

Long position

36,000,000



36,000,000

5.97%

Note: OZ Master was a fund managed by OZ Management. Och-Ziff Holding Corporation (“Och-Ziff Holding”) was the sole general partner of OZ Management, and Och-Ziff Capital was in turn the sole shareholder of Och-Ziff Holding. Mr Daniel Saul Och controlled approximately 79.1% of the voting power at general meetings of Och-Ziff Capital. OZ Management, Och-Ziff Holding, Och-Ziff Capital and Mr Daniel Saul Och were deemed to be interested in the shares of the Company held by OZ Master and other funds under the SFO.

OZ Master Holding

OZ Management Och-Ziff OZ Management Och-Ziff Holding Och-Ziff 79.1% OZ Management Och-Ziff Capital OZ Master Daniel Daniel Saul Och

Och- Ziff Holding Corporation Och-Ziff Capital Capital Och-Ziff Holding Saul Och

Save as disclosed above, at 31 March 2009, the Company has not been notified of any interests or short position in the shares and underlying shares of the Company as recorded in the register of the Company required to be kept under Section 336 of the SFO. 336

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Directors’ Report

RETIREMENT BENEFIT SCHEMES
Information on the Group’s retirement benefit schemes is set out in note 38 to the consolidated financial statements. 38

PRE-EMPTIVE RIGHTS
There are no provisions 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.

CORPORATE GOVERNANCE
The Company complied with all code provision and, where applicable, adopted the recommended best practices of the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules throughout the year ended 31 March 2009. The Corporate Governance Report is set out on pages 21 to 38 of this annual report. 21 38

SUFFICIENCY OF PUBLIC FLOAT
Based on the information that is publicly available to the Company and within the knowledge of the directors of the Company, the Company has maintained sufficient public float throughout the year ended 31 March 2009 as required under the Listing Rules.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES
During the year, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities.

DONATIONS
During the year, the Group made charitable and other donations of approximately HK$2,680,000. 2,680,000

AUDITOR
A resolution will be submitted to the annual general meeting to reappoint Messrs Deloitte Touche Tohmatsu as auditor of the Company. On behalf of the Board

James Chiu, OBE, JP Chairman Hong Kong, 17 July 2009

OBE

JP

54

Paul Y. Engineering Group Limited Annual Report 2009


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