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Dynamic Holdings Limited Annual Report 2005–2006

Directors’ Report

The Directors have pleasure in presenting their report and the audited financial statements for the year ended 30 June 2006.

PRINCIPAL ACTIVITIES
The Company acts as an investment holding company. The activities of its principal subsidiaries are property investment and development. The principal activities of the principal subsidiaries are set out in note 42 to the financial statements.

42

MAJOR CUSTOMERS AND SUPPLIERS
During the year, the percentage of the turnover attributable to the Group’s five largest customers in aggregate was less than 30% of the total turnover of the Group and the percentage of purchases attributable to the Group’s five largest suppliers in aggregate was less than 30% of the total purchases of the Group.

30% 30%

RESULTS AND APPROPRIATIONS
The results of the Group for the year ended 30 June 2006 are set out in the consolidated income statement on page 67. On 17 January 2006, a final dividend of 2 Hong Kong cents per share was paid to the Company’s shareholders as a final dividend for the year ended 30 June 2005.

67

2

55

Directors’ Report (Continued)
RESULTS AND APPROPRIATIONS (Continued)
15 2 3 20 A special dividend of 15 Hong Kong cents per share and an interim dividend of 2 Hong Kong cents per share were paid to the shareholders of the Company during the year. The Directors now recommend the payment of a final dividend of 3 Hong Kong cents per share to the shareholders of the Company whose names appear on the register of members on 22 December 2006 which, in aggregate, gives total dividends for the year of 20 Hong Kong cents per share and the retention of the remaining profit of the year.

PROPERTY, PLANT AND EQUIPMENT, INVESTMENT PROPERTIES AND PROPERTY INTEREST
During the year, the Group disposed of all of its investment properties. The net increase in fair value of investment properties before disposal, which has been credited to the consolidated income statement, amounted to HK$132,000,000. During the year, the Group acquired a property interest with a fair value of HK$456,816,000 through the acquisition of subsidiaries. 456,816,000 Details of these and other movements in the property, plant and equipment, investment properties and property interest of the Group are set out in notes 16, 17 and 18 to the financial statements, respectively.

132,000,000

16 17 18

PROPERTIES HELD FOR DEVELOPMENT AND PROPERTIES UNDER DEVELOPMENT
Details of the movements in the properties held for development and properties under development of the Group are set out in notes 19 and 22 to the financial statements, respectively.

19

22

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

56

Dynamic Holdings Limited Annual Report 2005–2006

Directors’ Report (Continued)

CONNECTED TRANSACTIONS
On 5 January 2006, Glory Diamond Inc., a wholly owned subsidiary of the Company, as purchaser entered into an agreement with Eton Properties Group Limited (the “Vendor”) as vendor and Eton Properties Limited (the “Guarantor”) as guarantor, two connected persons (as defined in the Listing Rules) in which Mr. CHUA Domingo, the controlling shareholder and Chairman of the Company together with his associates is indirectly beneficially interested, for acquisition of the entire issued share capital of and outstanding debts owing from High Grand Investments Limited at a total consideration of HK$344,000,000 (the “Acquisition”). Pursuant to the Acquisition, the Group has to invest in the total sum of HK$728,000,000 (subject to adjustment), comprising the consideration for the Acquisition and payment of RMB400,000,000 (subject to adjustment), being balance payment payable under the pre-sale contracts made with Shanghai Supreme Trade Property Development Co., Ltd. as developer, being an indirect wholly-owned subsidiary of the Vendor, for acquisition of a property situated in Shanghai (“Eton Place”) with 182 office units and an estimated gross floor area of 30,188 square metres (the “Property”). The Vendor and Guarantor have provided a gross rental guarantee yield of 8% per annum for three years from date of delivery of the Property.

Glory Diamond Inc. Eton Properties Group Ltd. Eton Properties Ltd.

344,000,000 High Grand Investments Limited

728,000,000

400,000,000 182 30,188

8%

57

Directors’ Report (Continued)
CONNECTED TRANSACTIONS (Continued)
Pursuant to deed of mutual covenant (“DMC”) in respect of Eton Place, Eton Property Management (Shanghai) Company Limited (the “Property Manager”), being an indirect wholly-owned subsidiary of the Vendor will act as the property manager to manage Eton Place (including the Property). Property management fees of approximately RMB28 per square meter per month will be payable by the Group to the Property Manager on the same terms binding on other owners of other parts of Eton Place calculated in accordance with DMC. The engagement of the Property Manager as set out in the relevant property management contract will be for a term of two years provisionally commencing from 1 June 2006 to 31 May 2008. Details of the above transactions are disclosed in the Company’s circular to shareholders dated 24 February 2006. The above transactions are subject to, among others, approval of independent shareholders of the Company, ordinary resolution of which was passed on 13 March 2006. Completion of the Acquisition took place on 14 March 2006.

28

DIRECTORS
The Directors of the Company during the year and up to the date of this report were as follows:

Executive Directors: Mr. CHUA Domingo, Chairman Dr. CHAN Wing Kit, Frank, Chief Executive Officer (appointed on 16 June 2006) Mr. TANENGLIAN Mariano Chua Mr. TAN Lucio Jr. Khao Mr. CHEUNG Chi Ming Mr. PASCUAL Ramon Sy (appointed on 16 June 2006) Mr. PANG Kit Man, John, Chief Executive Officer (resigned on 16 June 2006) Independent Non-executive Directors: Mr. CHONG Kim Chan, Kenneth Mr. SY Robin Mr. MAK Kwai Wing, Alexander

SY Robin

58

Dynamic Holdings Limited Annual Report 2005–2006

Directors’ Report (Continued)

DIRECTORS (Continued)
99 102 In accordance with bye-laws 99 and 102 of the Company’s bye-laws, Messrs. CHUA Domingo, Chairman, TANENGLIAN Mariano Chua and TAN Lucio Jr. Khao will retire by rotation, Dr. CHAN Wing Kit, Frank and Mr. PASCUAL Ramon Sy will hold office until the forthcoming annual general meeting and, being eligible, offer themselves for re-election. All Independent Non-executive Directors have been appointed, subject to retirement by rotation in accordance with the Company’s bye-laws 99, for a term of two years and they have confirmed their independence pursuant to rule 3.13 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

99

3.13

59

Directors’ Report (Continued)
DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES
As at 30 June 2006, the interests of the Directors and their associates in the shares of the Company (within the meaning of the Securities and Futures Ordinance (“SFO”)) as recorded in the register required to be maintained under Section 352 of the SFO were as follows:

352

Number of issued ordinary shares held (long position)

Name of Director

Personal interests

Corporate interests 89,321,279 —

Percentage of the issued share capital of the Company 42.59% 0.04%

Mr. CHUA Domingo (note) 4,000,000 Mr. PASCUAL Ramon Sy 80,000

Note: The corporate interests of Mr. CHUA Domingo were held Dynamic Corporation Carnation Investments Inc. Dynamic Development Corporation Carnation Investments Inc. Development through Dynamic Development Corporation. Dynamic Development Corporation is wholly-owned by Carnation Investments Inc. of which Mr. CHUA Domingo is the sole shareholder and Director.

Save as disclosed above, none of the Directors or their associates had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations as defined in the SFO as at 30 June 2006; or would require, pursuant to Model Code for Securities Transactions by Directors of the Listed Companies, to be notified to the Company and the Stock Exchange.

60

Dynamic Holdings Limited Annual Report 2005–2006

Directors’ Report (Continued)

DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES
35 Other than as described in note 35 to the financial statements, at no time during the year was the Company or any of its subsidiaries a party to any arrangements to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate and none of the Directors of the Company, their spouses or children under the age of 18, had any rights to subscribe for securities of the Company, or had exercised any such rights during the year.

18

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

DIRECTORS’ INTERESTS IN COMPETING BUSINESS
During the year and up to the date of this report, the following Directors and an ex-Director of the Company are considered to have interests in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to the Listing Rules.

61

Directors’ Report (Continued)
DIRECTORS’ INTERESTS IN COMPETING BUSINESS (Continued)
Mr. CHUA Domingo, Dr. CHAN Wing Kit, Frank, Mr. TANENGLIAN Mariano Chua, Mr. CHEUNG Chi Ming, Mr. PASCUAL Ramon Sy and Mr. PANG Kit Man, John held interests and/or directorship in companies engaged in the businesses of property investment and development in Hong Kong and the Mainland China. As the Board is independent from the boards of the said companies, the Group is capable of carrying on its businesses independently of, and at arm’s length from, the businesses of such companies.

DIRECTORS’ INTERESTS IN CONTRACTS OF SIGNIFICANCE
30 39 Save as disclosed in notes 30 and 39 to the financial statements, no contract of significance, to which the Company or any of its subsidiaries was a party and in which a Director of the Company had material interests, whether directly or indirectly, subsisted at the end of the year or at any time during the year.

SUBSTANTIAL SHAREHOLDERS
As at 30 June 2006, the interests of substantial shareholders (other than a Director of the Company) in the shares of the Company as recorded in the register as required to be kept under Section 336 of the SFO were as follows:

336

Name of shareholder Plus Holdings Limited (note)

Number of issued ordinary shares held (long position) 13,152,000

Percentage of the issued share capital of the Company 6%

Note: The interests of Plus Holdings Limited were held through Telecom Plus Investment Limited, its wholly-owned subsidiary.

336

Other than as disclosed above and the interests disclosed in the Directors’ interests in shares in respect of Mr. CHUA Domingo, the Company has not been notified of any other interests or short position and underlying shares of the Company as required to be recorded in the register under Section 336 of the SFO as at 30 June 2006.

62

Dynamic Holdings Limited Annual Report 2005–2006

Directors’ Report (Continued)

EMOLUMENT POLICY
At 30 June 2006, the Group had about 100 employees in Hong Kong and the Mainland China at prevailing market remuneration with employee benefits such as medical insurance, provident fund schemes and share options scheme. The emolument policy of the employees of the Group is set up by the Remuneration Committee on the basis of their merit as, qualifications and competence. The emoluments of the Directors of the Company are decided by the Remuneration Committee, having regard to the Group’s operating results, individual performance and comparable market statistics. The Company has adopted a share option scheme as an incentive to Directors and eligible employees, details of the scheme is set out in note 35 to the financial statements.

35

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.

SUFFICIENCY OF PUBLIC FLOAT
The Company has maintained a sufficient public float throughout the year ended 30 June 2006.

63

Directors’ Report (Continued)
CORPORATE GOVERNANCE
The Company has complied throughout the year ended 30 June 2006 with the code provisions in the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. Information on the corporate governance practices adopted by the Company is set out in Corporate Governance Report on pages 14 to 54.

14

54

POST BALANCE SHEET EVENTS
41 Details of significant events occurring after the balance sheet date are set out in note 41 to the financial statements.

AUDITORS
A resolution will be submitted to the annual general meeting of the Company to re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company. On behalf of the Board

CHAN Wing Kit, Frank Director and Chief Executive Officer Hong Kong, 24 October 2006

64


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