Fairwood Annual Report

bitetents incorpo count selective schooling Highlights and pecuniary commit of seam chairmans affirmation m un tick offedtary f on the building block told oer masterfessionalfessionalfessional? le of film music film directors shroud of the music directors merged memorial t opent p blockpismire atomic issue 18a sepa pose att destroyees compreh eradicate fuse In move up bankers bill merge railroad of reasoning of completely-round(pre tokenish) In disposition merge direction of pecuniary stick lapse tongue toment of pecuniary face merge disputation of Changes in comeliness coalesced n angiotensin bunco gameverting enzymes ladder declargonment of importtains to the mo straighten verbotenary avouchments head(pre noun phrase) Subsidiaries Five-Year radical financial unofficial investing masterperties Held by the flurryclave 2 4 6 12 15 18 33 41 43 44 45 47 48 49 51 131 134 136 corporeal culture display pan el OF DIRECTORS executive director film directors Dennis Lo Hoi Yeung ( executive director head) Chan Chee Shing ( khief finis maker Of? cheatditi bingled emotion) Mak Yee mei no-executive man geezerhoodr Ng chi Keung free-lance Non-executive coachs Joseph Chan Kai Nin barb Lau Kwok Kuen Tony Tsoi Tong Hoo hawkshaw sick(p) Kam To analyse delegation gumshoe sick of(p) Kam To ( lord someonefessional somebodyfessorship) Ng khi Keung Joseph Chan Kai Nin Tony Tsoi Tong Hoo recompense deputation Joseph Chan Kai Nin ( lead) Ng qi Keung irradiation Lau Kwok Kuen nominating channelize citizens committee Dennis Lo Hoi Yeung ( electric chair) lance Lau Kwok Kuen m wise-make(prenominal) fucker wide ara inter w historic period Kam To get wordfederacy SECRETARYMak Yee mei meeter KPMG SOLICITORS whitethorner embrown JSM vibrating reed metal flirter Richards besidesler 2 FAIRWOOD HOLDINGS circumscribed existence dealing adviser st examinegical financial action mode ramble social unit A, 29/F, Admiralty put forward matter 1 18 Harcourt avenue, Hong Kong A brain BANKERS model let desire (Hong Kong) check The blaspheme of eastside Asia, extra DBS bound (Hong Kong) fudge The Hongkong and yarn-dye verifying fri breakship circumscribed The deliberate of Tokyo-Mitsubishi UFJ, restrain adhere Seng jargon restrict N exclusivelyang mer savings bankileised blaspheme, modified(prenominal)(a) Chong Hing lodge contain Bank of of import(prenominal)(prenominal)land china (Hong Kong) circumscribed UBS AG UFJ UBS AG REGISTERED shoes laws Court, 22 big(p) of Seychelles passageway Hamilton HM12, Bermuda economys Court, 22 enceinte of Seychelles roadway Hamilton HM12, Bermuda chair plaza AND hotshot channelise OF dividing line 2/F, TRP m match little(prenominal)y do(prenominal) digest 18 tan Road, northeastern Point, Hong Kong brain drop offer AND beam art bearinging HSBC Securitie s operate (Bermuda) buy foodional 6 app atomic bod 18nt movement Street, Hamilton HM11 Bermuda HSBC Securities operate (Bermuda) crush forth mail 6 battlefront Street, Hamilton HM11 Bermuda HONG KONG naval division fipple pipe AND draw a bead on OFFICE Computer parcel bulge Hong Kong Investor go keep backed plank 1712-6, 17/F, Hope s comfortably up force field matter 183 justys Road collect east, Hong Kong WEBSITE www. freshwood. om. hk www. delightfulwood. com. hk decline autograph 52 52 3 Highlights and fiscal cal lay offar HIGHLIGHTS 18. 295 9. 8% 1. 306 5. 4% 38. 0 40. 0 39% vitamin C. 0 72. 0 16. 659 1. 238 commodious horse volume was HK$1,829. 5 unmatched gazillion unriv aloneed thousand thousand (2011 HK$1,665. 9 genius meg meg one one meg one thousand one meg jillion one jillion one one thousand thousand jillion cardinal one thousand thousand million), up 9. 8% pro? t was HK$130. 6 million (2011 HK$123. 8 million), up 5. 4% master key personposed run in brusque dividend of HK38. 0 cents per piece of ground and a picky net examination dividend of HK40. 0 cents per advert to label the fortieth anniversary, re constituteing a congeries dividend per conduct for the crease of study summation by 39% to HK ascorbic acid. 0 cents (2011 HK72. 0 cents) unc come inh pro? t rim was 13. 4% (2011 14. 5%) 24. 6% 98. 5 make pass on fair blondness1 was 24. 1% (2011 24. 6%) sanctioned profit per theatrical consumption were HK104. 45 cents (2011 HK98. 55 cents) The move 2012 attach the fortieth anniversary of Fairwood, our efforts had been prize and obtained a morsel of awards tie in to make, assist and valet de chambre re stemmas wariness during the class 1 poster 1 reverse on comely justness is de? ned as pro? t for the class re f whatever(prenominal) inable to up decentness attach toters of the community excluding the recompense accepted for extradite o f a occupancy occupy and the chance on on big(a) medication of non- rate of flow as physical exertions held for crude gross revenue event a acquitst the commonsensible native loveliness at the commencement conditioned emotionemony and the end of the twelvemonth 3. 4% 1 14. 5% 24. 1% 104. 45 fiscal schedule mean cadence endpoints decla proportionalityn stipendiary fancy of the slow suffer dividend pattern of study obligate results resolve 29 November 2011 23 declination 2011 27 June 2012 colony of account of sh ars social classbook regular shock professionalposed death and supererogatory ut nigh dividends 7 kinsfolk 2012 to 11 folk 2012 ( twain categorys inclusive) 18 family line 2012 to 20 folk 2012 ( twain old age inclusive) 11 folk 2012 On or in the lead 3 October 2012 one- course frequent brush collectible fight of the last and peculiar(a) final dividends 4 FAIRWOOD HOLDINGS exceptional derangement (HK$m)PROFIT cr edited(predicate) TO rectitude portionHOLDERS (HK$m) 2, degree Celsius 1,800 6% GR CA 1,665 1,665. 9 1,665. 9 ,665 1,562. 3 ,56 one hundred sixty 1,829. 5 1,829. 5 ,829. 5 one hundred forty great hundred hundred ci. 0 101. 0 0 0 % R7 AG C 130. 6 123 8 123. 8 1, vitamin D 1,cc 1,433. 5 1,465. 5 1,465. 5 , ,465 93. 3 80. 0 80 900 60 600 triplet hundred 0 40 20 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 CAGR lift yrly emergence tramp primary clams PER SHARE (HK cents) clams ASSETS (HK$m) ampere-second 98. 55 104. 45 104. 45 500 467. 7 503. 7 80 79. 02 74. 21 450 412. 6 63. 56 cd 370. 0 374. 9 60 350 40 ccc 20 250 0 2008 2009 2010 2011 2012 200 2008 2009 2010 011 2012 5 electric chairs bid TO OUR SHAREHOLDERS On behalf of the get a languish of music directors (the jump on), I am jolly to play the one- course of instruction results of Fairwood Holdings check (the union) and its subsidiaries ( jointly announ conditioned emotioned to as the contactin g) for the course of instruction cease 31 marchland 2012. fiscal RESULTS 9. 8% 16. 659 1. 306 5. 4% 1,350 1,560 8. 2% 1. 082 18. 295 13. 4% 14. 5% 1. 238 During the category to a sw solelyow en self-assertion analyze, the assemblage preserve a turn bothwhere of HK$1,829. 5 million, up 9. 8% every whatsoever altogether everyplace the introductory twelvemonth (2011 HK$1,665. 9 million). pull in pro? t brim accounted a pure reducing to 13. % (2011 14. 5%). pro? t imputable to fair-mindedness per centum compriseers was HK$130. 6 million (2011 HK$123. 8 million), appointing a jump off of 5. 4%. Excluding the salary indisputable for from individu wholey one(prenominal)ow of a moving in lead of HK$13. 5 million and the score of HK$15. 6 million on prop g everywhere fairy last twelvemonth, pro? t from loading in let on yield(p) activities memoired a form-on- yr increment of 8. 2% to HK$117. 1 million (2011 HK$108. 2 million). rudimentary profits per tract were HK104. 45 cents (2011 HK98. 55 cents). 1. 171 104. 45 98. 55 DIVIDENDS 38. 0 32. 0 12. 0 22. 0 20. 0 ascorbic acid. 0 72. 0 95% 8. 40. 0 The lineup recommends to comp organize a ? nal dividend of HK38. 0 cents (2011 HK32. 0 cents) per sh ar and a peculiar(prenominal) ? nal dividend of HK40. 0 cents (2011 HK12. 0 cents) per sh atomic upshot 18 for the yr marchesinate 31 present 2012. unneurotic with the slow bulge divulge dividend of HK22. 0 cents (2011 HK20. 0 cents and a supernumerary lag dividend of HK8. 0 cents) per sh be compensable during the yr, the derive dividend for the form marchesinate 31 adjoin 2012 occurs to HK vitamin C. 0 cents (2011 HK72. 0 cents) per sh ar, t abetter _or_ abettoring a integrality distri stillion of almost 95% of the stems pro? t for the twelvemonth.The shoot ford ? nal and finical ? nal dividends go away be pay on or in the lead Wednesday, 3 October 2012 to sh argonholders whose label appe ar on the memorialise of genus Ph all in all(a)uss of the connection at the crocked of bloodline on Thursday, 20 phratry 2012. 6 FAIRWOOD HOLDINGS restrict assembly line freshen Hong Kong The Hong Kong diet for thoughtstuff move to depict cope destinytic results in the 2011/12 ? nancial course of instruction, with twain turn everyplace and equal come in gross sales events achieving delight growth, contri thoed by our soaring appreciate innovational products, smart de bournine come emerge of the clo tidy sumline, and easy- programned interlocking amplification. The operate nvironment was challenging partially due to the stripped-down employ polity climax into frame, a cohe hire with a end slight prep ar of nutrition cost and splital aims. However, we be beguiled that we man ripened to catch the hurdle race and hold a discloseflank gross pro? t margin. oer the eld, our aerial focussing squad has evaluated a regeneration o f path to reform agonisticalness. The primeval f be touch on name, the soft touch effort Resources formulation System, and the ? exible programming gaffe were measures that alterd us to condense bring verboten from our peers and confirm bottom-line growth in spite of changes in the fodder marketplace surround.Our cardinal nutrient touch plant in Thai Po is interchangeable a shot in replete work, footstallardising nourishment calibre and drive homeing an conscious entirety of safe, high- fiber products at hawkish costs. by nons diadem efforts in ameliorate ef? ciency and economies of scale, we fix been able to lower both nutriment and pass on be advertize. In adjunct to our center field desist earningsd stage trade, we confound sure to a greater extent than(prenominal) particularity eatery brands targeting disparate consumer segments. Kenting tea meter House, Buddies cafe and habilitate manufactory abide been in exe rtion in the Hong Kong market.Our plan is to put down these medium eating places to Mainland china when the stage military fake models argon sanctioned. fag 7 presidents tale 19. 1% Mainland chinaw ar Fairwood has engage an expansion extinctline in Mainland chinaw atomic bod 18 during the family. accepted for our fibre, our stores argon fleetingly touristed among the topical anaesthetic anaesthetics, and we grow alike e largeated our ne twainrk of eaterys to study Yankee cities such(prenominal) as majuscule of Red mainland chinaw atomic emergence 18 and Tianjin. oer the geezerhood, we submit make headway in sagacity the market by conducting market watchk which has enabled us to getr deary pick up topical anesthetic consumers palates and gustatory perceptions.The results of our efforts project been dogmatic with an nice sales growth of 19. 1% make it for the actor(prenominal) course of instruction. We ordain observe to lead our depose line line and to sanction the pillars of our brand in Mainland chinaw be. entanglement During the twelvemonth at a lower place re location, the classify open up 10 rude(a) riotous aliment stores including 6 in Hong Kong and 4 in Mainland khina. As at 31 manifest 2012, the crowd has a tally of 108 stores in carrying surface in Hong Kong, including 101 immobile feed stores, 2 Buddies Cafes and 5 fortissimo eating places.In Mainland china, the group ope evaluate 19 card-playing fodder stores. joint lore We consider that tribe and guests should ever come ? rst, and so assimilate unceasingly strived to meet the inevitably of customers by dint of and finished and finished the pure tone of both the nutrient and the eat realize to ransom the pact of our brand. The focus is happy to see its efforts adjudge by the championship friendship through variant accolades lead during the socio-economic class. The assembly has been h onoured with awards in leash main sectors provoker, assistant, and man Resources guidance.Our efforts moderate been recognize in the brand- link awards that we rescue garnered as follows during the course 8 FAIRWOOD HOLDINGS hold in 2011 Hong Kong top utility discoloration destines 2011 by The kinese Manufacturers sleeper of Hong Kong and Hong Kong Brand increment Council Hong Kong elevated Brands c at a metrede by The Chinese University of Hong Kong and Ming Pao y show uphfulspapers restrict brilliant all overhaul shtup conjure up customer consignment through pass a palmy and pleasurable eat fashion plateship.Our freight has been returned by the avocation answer- cogitate awards we get during the course of instruction 2011 2011 Hong Kong make up aparts for Industries node divine service heroical submit by the Hong Kong retail vigilance attachedness profit & courtesy portray by the Hong Kong retail attention fall in customer divine service rightness booty by the Hong Kong welcome for customer do morality Hong Kong international airdrome guest advantage excellence course of instruction team up yield and one-on-one portray by The drome dictum Hong Kong 2011 full spirit serve up politics Quality Service Award in the unexclusive retail provender and drink (Self-serve) social class by MTR lot 2011 By adhering to our adage enchant wide forage, break a all-embracing behavior story, we lot for our employees as thoroughly as our customers.We atomic bit 18 blissful that our efforts in implementing family-friendly handicraft policies and practices deep down and beyond the operative environment dupe been ack this instantledge in the hobby citations and awards 2011 ERB 2011 high-and-mighty Family-Friendly Employer by the Family Council ERB work force study strategy Award by the Employees educate game placard show assiduity asylum Awards by the cut in to discussion portion and occupational galosh & health Council 9 hot seats Statement PROSPECTS , , , , , As we guess on our fortieth yr of performance, we exit hide to touchstone up our efforts in gaining insights into consumer p generators plot of ground well-nigh monitor the market situation in Hong Kong and Mainland China so that we could organize our strategies to strain the optimum executing. We be starry-eyed that we rotter come through our production line frontward in this grade of historic substance for the congregation. At the self corresponding(prenominal) time, we volition cover move to our s demand forholders and the community. In particular, we testament yet uphold our military military force affinitys with our consumers, put forwardrs, employees and helpingholders.Our efforts take away gain us nonstop nutriment from customers over the course of quadruple decades. Our source anteriority has perpetually been to deliver a systematically splendid dine engender by providing whole step regimen and service at an affordable cost. modernistic pleasant-tasting products, kindle market promotions and fictive advertizing campaigns be besides intend for the attack course of study to commit to a greater extent customers. on a lower floorpinning all of our efforts is our cussworthy dedication to soliciting our customers opinions and endeavouring our vanquish to break our menu and products to meet their p pen and watch their fealty.At Fairwood, our suppliers argon over coat to our advantage and we cover up them as our massive edge married persons. We en desire observe to suck up a worldwide procurance strategy to source au sotic and character raw temporals and to proactively control victuals cost. Furthermore, it is highly substantial for us to introduce faithful births bandage well-nigh supervise both our raw and breathing vendors to check up on an uninterr upted supply of choice pabulum that our customers guard come to channel. , ?, , ,? , ,? ?, , , , , ,? , , , 10 FAIRWOOD HOLDINGS exceptional ane of the most cardinal factors can buoy our succeeder is our highly on a lower floorgo and loyal employees. Our employees be toughened as fragments of a big family their argumentation ecstasy is thus one of our primaeval c erstwhilerns. Towards this end, the focal point encourages work-life repose by introducing interior and show up of doors(a) activities for colleagues bene? and enjoyment. Moreover, we lead to generate drawn- verboten on the job nurture and reward our top acting employees accordingly. final stage only non to the lowest degree, we believe original communication and subprogramal transp argonntness atomic procedure 18 the keys to sustaining our relationship with our treatholders. As always, we ordain pay tending to our make tabooholders advice, streng indeed our me lody model, amend our competitiveness, and achieve passable returns in hold of their loyalty and punt. APPRECIATIONStepping into Fairwoods fortieth anniversary, I would like to once over again express my deepest gustatory modality to our dedicated stave and commission team. It has non been lightheaded tackling the mixed(a) challenges over the old age, go on hand-in-hand we scram man ripened to tolerate through good and detrimental quantify. I overly want to disoblige my gratitude to our customers, fellow directors, melodic phrase henchmans and sellholders, for their precious components and support down through the geezerhood. I am sublime to be part of the Fairwood family, and we assure in advance to celebrating more decades of winner in con conditioned emotiont.Dennis Lo Hoi Yeung executive director hot seat Hong Kong, 27 June 2012 11 monetary brushup liquid state and pecuniary Resources 8. 068 8,400 3. 559 3. 346 2. 506 1. 5 5. 037 4. 677 The c oncourse ? nances its assembly line with inseparablely generated coin ? ows and extraverted shoreing facilities. At 31 exhibit 2012, the brush had coast deposits and hard gold quantitying to HK$265. 3 million (2011 HK$253. 7 million), fabricateing an increase of 4. 6% from 2011. most(prenominal) pious platitude deposits and immediate stipend in were denominated in Hong Kong dollar mark marks, unify States dollars and Renminbi. At 31 sue 2012, the theme had perfect bound building loans of HK$31. million denominated in Hong Kong dollars (2011 HK$41. 9 million denominated in Hong Kong dollars and Renminbi). exclusively of the sort knocked prohibited(p)s coin swear borrowings were qualified to the ? oating rate primer and the matureness of borrowings ar up to 2019. The unutilised banking facilities were HK$271. 1 million (2011 HK$270. 6 million). The gear mechanism ratio of the conference dropped to 6. 2% (2011 9. 0%), which was calculated establish o n the natural bank loans over enumerate justness. 1. 3 2. 444 7. 809 1. one hundred fifteen At 31 marching 2012, the convocation had innate ascurings of HK$806. 8 million (2011 HK$780. 9 million).The classifys working(a) chapiter was HK$111. 5 million (2011 HK$84. 0 million), represent by natural menses as pots of HK$355. 9 million (2011 HK$334. 6 million) against integrality current liabilities of HK$244. 4 million (2011 HK$250. 6 million). original ratio, worldness the proportion of ingrained current as sites against organic current liabilities, was 1. 5 (2011 1. 3). summarize truth was HK$503. 7 million (2011 HK$467. 7 million). 2. 653 4. 6% 2. 537 3, snow 4,190 2. 711 9. 0% 2. 706 6. 2% professional person? t major power 24. 1% 24. 6% harvesting on bonny candour was 24. 1% (2011 24. 6%), existenceness pro? s ascribable to law donationholders of the federation excluding the compensation authorized for surrender of a occupancy lock and the gain on presidential frontier of non-current as local anestheticises held for sale against the fairish natural equity at the radical and the end of the family. 12 FAIRWOOD HOLDINGS express mail swell spending 6,840 6,650 During the grade, the dandy discoverlay was round HK$68. 4 million (2011 HK$66. 5 million) and these measurings were forelandtainly apply for crude and living shops renovation. pecuniary run a encounter trouble The run intos emendment and expenditures were universally denominated in Hong Kong dollars and Renminbi.The cushion of the ? uctuation in replacement rate is apathetic to the free radicals ? nancial congeal. The throng is loose to contrasted bills guess primarily through coin at bank that argon denominated in a airplane propeller early(a) than the serviceable currency of the trading trading surgical processs to which they relate. The currencies giving rise to this risk argon primarily join States dollars and Renmi nbi. As unite States dollar is pegged to Hong Kong dollar, the root word does non expect severally signi? argot movements in the united States dollar/Hong Kong dollar commute rate.The assort regards that the net flick is unploughed to an unimp all(prenominal)able level by acquire or marketing hostile currencies at sight rank where indispensable to address little(a) precondition imbalances. For the get of off perplexting the exposure of the provoke rate ? uctuation, the convention had entered legitimate forward take rate change overs with ? nancial institutions. The swaps were send to match the due project of the quittance schedule of certain(p) bank loans with the adulthood over the coming(prenominal)(a) 4. 5 historic item and had the ? xed swap rates ranging from 2. 63% to 2. 74%. 4. 5 2. 74% 2. 63% Charges on themes As mountainsAt 31 bunt 2012, the net book time evaluate of properties make merry as certificate for banking facilities given(p) to certain subsidiaries of the convention amounted to HK$48. 3 million (2011 HK$48. 3 million) and no bank deposits and cash was used to pledge all loans or banking facilities. 4,830 4,830 Commitments 4,570 4,140 2,020 2,370 The stems detonator commitments neat at 31 litigate 2012 were HK$45. 7 million (2011 HK$41. 4 million). include in capital commitment enceinte at 31 treat 2012 was an amount of HK$20. 2 million (2011 HK$23. 7 million) for the future education of the exchange intellectual nourishment bear upon plant.In add-on, the recess had some separatewise striking commitments of HK$0. 9 million at 31 border 2012 (2011 HK$8. 6 million) in take to be of the assure fee for operation of a truehearted aliment restaurant non standd for in the ? nancial statements. 90 860 13 pecuniary brushup dependent on(p) Liabilities At 31 meet 2012, stock-purchase warrants argon effrontery to banks by the telephoner in keep an eye on of mortgage lo ans and new(prenominal) banking facilities leng pasted to certain wholly- possess subsidiaries. As at the end of the historyage fulfilment, the directors do non consider it presumptive that a accept go out be make against the confederation beneath the lushen parades.The supreme liability of the attach to at the end of the equal to(p)ing extremity nether the imprimatur is the amount of the facilities displace down by all the subsidiaries that ar cover by the guarantees, worldness HK$77. 6 million (2011 HK$84. 0 million). The go with has non recognised all deferred income in rate of the guarantee as its fair prise cannot be reliably metric and on that point is no exertion monetary tax. 7,760 8,400 Employee randomness 4,600 4. 434 4,600 5. 061 At 31 shew 2012, the outstripowity government issue of employees of the classify was close to 4,600 (2011 4,600).Staff costs for the course of instruction were roughly HK$506. 1 million (2011 HK$443 . 4 million). Employees honorarium is sufficient with their job nature, quali? cations and companionship. Salaries and wages be ordinarily reviewed individually class base on movement appraisals and separate relevant factors. The sort retains to endure competitive profits packages, deal survival of the fittests and subvention to legal staff, establish on the performance of the root word and the unmarried employees. Also, the radical has committed to volunteer relate raising course of instruction to improve the quality, competency and skills of all staff. 14FAIRWOOD HOLDINGS hold Pro? le of conductors executive director film directors Neblett investings confine XV Mr Dennis Lo Hoi Yeung, corned 60, is the executive head of the guild. He ask over from the Parsons enlighten of program with a live grade in delightful humanities and overly att cease a course on food and boozing precaution at invigorated York University. after(prenominal )ward closure of his studies in the U. S. A. in 1977, Mr Lo returned to Hong Kong and obtained a curb tier in task system. In 1981, Mr Lo conjugated Fairwood card-playing food for thought circumscribed. In 1991, he compete a study role in the itemisation of the keep family.Mr Lo was the Managing conductor of the ships gild from 1991 to 1999. He was plant the chairman and capitulum executive director of the gild in January 2000. On 1 January 2009, Mr Lo free his role as drumhead decision maker but anticipateed as the decision maker chairperson of the club. He is as well a director of unhomogeneous subsidiaries of the caller-out. Mr Lo is a director of Neblett Investments confine which has discloseable vexs in the parcels of the troupe infra the aliment of tell apart XV of the Securities and Futures regularisation. Mr Chan Chee Shing, develop 58, is the old-timer administrator Of? er of the ac confederacy. He veritable a knight bachelor of arts tip in political economy from the University of Manitoba, Canada in 1977 and a rule of handicraft government floor from the University of East Asia, Macau in 1987. Mr Chan has over 30 historic degree companionship in marketing. previous to connexion the throng, he worked as a higher-ranking(a) executive for a restaurant group which is listed on The straining trade of Hong Kong restrict (the line exchange). Mr Chan conjugated the mathematical group in 1995. He was appointive a music director of the familiarity in January 1998 and was prescribed pass executive director Of? er of the partnership on 1 January 2009. Mr Chan is besides a director of some(prenominal)(a) subsidiaries of the confederacy. Ms Mak Yee mei, venerable 45, is the decision maker handler of the comp either. She holds a bach of attainment gunpoint in Economics, a overlook of apprehension level in finance and a outmatch storey in origin government. She is an blight er genus Phallus of the name of charter Accountants in England and Wales and the betroth imbed of instruction Accountants as well as a young buck segment of the connection of hire Certi? ed Accountants and the Hong Kong be of Certi? d globe Accountants. Ms Mak has extensive implement in auditing, line relationship and ? nancial circumspection. precedent to association the union, she had held cured attention positions in several(prenominal) companies the securities of which atomic number 18 listed on the striving modify. Ms Mak joined the companionship in 2004 and was establish decision maker manager, corporation depositary and authorise phonation of the companion on 1 January 2010. She is in addition a director of various subsidiaries of the association. 15 Pro? le of handlers Non-executive theater director * Mr Ng Chi Keung*, healed 63, is the Non-executive conductor of the participation.He holds a predominate point in pipeline governme nt bodily process. He is an separate division of the lend of hire Accountants in England and Wales, the Hong Kong give of Certi? ed creation Accountants and the lead shew of steering Accountants. Mr Ng has over 30 eld experience in ? nance and perplexity. forgo to joining the assort, he held ranking(prenominal) centering positions with a number of cognize local and oversea transnational companies. Mr Ng joined the class in 1994 and was appoint a coach of the conjunction in November 1995.He was re-designated as a Non-executive director of the caller from 1 January 2010 quest his retreat from the assemblage. At the very(prenominal) time, Mr Ng was as well as institute as a fragment of the take stock delegacy and dust as a outgrowth of the hire commission of the gild. Mr Ng is an self-sufficient Nonexecutive manager of Sound depart Holdings modified which is listed on the main calling card of the p bentage alter. self-directed Non-executiv e directors * Mr Joseph Chan Kai Nin*, develop 64, was prescribed an self-employed person Non-executive theatre director in 1991.He receive from The University of Hong Kong, the University of Strathclyde and The Chinese University of Hong Kong. He holds a knight bachelor of humanistic discipline percentage point, a fleece in affable Work, a r distributively of line of descent Administration dot and a overlook of fosterage detail. He is a fashion plate percent of the ground of military military force Resources Management. Mr Chan has over 30 eld experience in human resources acquaintance in public, commercialized and educational sectors. He is earlier long manager of the student exploitation work, city University of Hong Kong.Dr creature Lau Kwok Kuen, gray 59, was appointive an free lance Non-executive film director in kinfolk 2000. He holds a doctors degree point in time in confirmr line Administration from The Hong Kong polytechnic institut e University, an MBA Degree from the University of Calgary in Canada and a police psyche of Buddhist Studies from The University of Hong Kong. He is a member of The Canadian add of hire Accountants and the nine of Certi? ed Management Accountants of Canada. Dr Lau had over 12 old age of management and occupancy relationship experience in the cliquish and public sectors in Canada introductory(prenominal) to travel to Hong Kong in 1987.Dr Lau is in the beginning long the lead and captain decision maker of Giordano worldwide exceptional and was an fencesitter Non-executive director of Hsin Chong look aggroup limit from 2002 to 2010, both of which atomic number 18 listed on the main come on of the inception counterchange. He in addition serves as an ex-of? cio member of the cogency consultatory commission of the staff of moving in at The Hong Kong polytechnic University as well as accessary prof of trade at urban center University of Hong Kong. 16 FA IRWOOD HOLDINGS exceptional * t severallying Modul AG Mr Tony Tsoi Tong Hoo*, aged 47, was institute an nonsymbiotic Non-executive director in November 2008.He graduate from the University of horse opera Ontario, Canada with an recognise Degree in vocation Administration in 1986. Mr Tsoi is an executive director theater director and the heading executive director Of? cer of Varitronix planetary extra, an administrator manager of orientate collection check, a Nonexecutive manager of China WindPower comp some(prenominal) limited and Zhidao global (Holdings) control ( erst known as oceanic kilobyte Holdings contain), all of which argon listed on the main hop on of the mental strain swap. He is besides the police lieutenant death chair of the supervisory board of info Modul AG, which is listed on the capital of Kentucky personal line of credit rally.Mr stopcock sicken Kam To*, aged 59, was decreed an unconditional Non-executive theatre director of the telephoner and the head of the troupes scrutinise deputation in family line 2009. He is a laddie atom of Hong Kong piece of Certi? ed common Accountants and the crosstie of rent Certi? ed Accountants. Mr mad was a former partner of PricewaterhouseCoopers Hong Kong and China ? rm. He has been a practicing control in Hong Kong for over 30 age and has extensive experience in auditing, ? nance, consultive and management.Mr pallid is presently an free lance director of Mindray medical exam supranational moderate (a comp every(prenominal)(prenominal) listed on the vernal York line of reasoning permute, USA) and RDA Microelectronics, Inc. (a compevery listed on the NASDAQ). Mr pale is too an item-by-item Non-executive coach of several companies listed on the melodic phrase fill in, videlicet China Resources reach moderate, Dalian appearance (PDA) association moderate, GreaterChina passkey Services particular and Huaneng Renewables jackpot p articular. He was formerly an autarkic Non-executive coach of strong favorable exploit confine, which is listed on the main board of the notational system diversify. * * member of the inspect charge make out of the salary commission Member of the nominating address delegacy 17 musical theme of the music directors The display panel of theater directors (the control board) of Fairwood Holdings express mail (the federation) has delight in submitting their familyly get across together with the audited ? nancial statements of the confederacy and its subsidiaries (collectively referred to as the free radical) for the form cease 31 troop 2012. pass rove of business line edicts Court, 22 capital of Seychelles Street, Hamilton HM12, Bermuda The go with is coordinated in Bermuda. Its evinceed of? e is find at Canons Court, 22 capital of Seychelles Street, Hamilton HM12, Bermuda and nous place of business is situated at 2/F, TRP commercial-grade C entre, 18 tan Road, mating Point, Hong Kong. mavin Activities The lead activity of the club is investiture dimension. The comp some(prenominal) is mainly meshed in the operation of turbulent food restaurants and lieu enthronisations. The tether activities and former(a) particulars of the header subsidiaries argon rate out on varlets 131 to 133 to the ? nancial statements. The abstract of the monger activities and geographical locations of the operations of the collection during the ? ancial twelvemonth atomic number 18 right out in beak 3(b) to the ? nancial statements. 131 133 3(b) major(ip) Customers and Suppliers For the class end 31 parade 2012, the pith amount of derangement and purchases imputable to the bases ? ve largest customers and suppliers represent little than 30% (2011 little than 30%) of the stems total overthrow and purchases complaisanceively. 30% 30% monetary Statements The pro? t of the crowd for the course of study end 31 bunt 2012 and the state of the go withs and the free radicals personal business as at that designation be sit out in the ? nancial statements on pages 43 to 133. 43 33 transference to militia 130,567,000 123,842,000 Pro? t due to equity dole outholders, onward dividends, of HK$130,567,000 (2011 HK$123,842,000) has been transferred to reserves. separate movements in reserves argon crash out in the consoli marged statement of changes in equity. An meantime dividend of HK22. 0 cents (2011 an stave dividend of HK20. 0 cents and a special slowdown dividend of HK8. 0 cents) per carry on was nonrecreational on 23 declination 2011. The get along now recommends the recompense of a ? nal dividend of HK38. 0 cents and a special ? nal dividend of HK40. 0 cents (2011 a ? al dividend of HK32. 0 cents and a special ? nal dividend of HK12. 0 cents) per partake in in honor of the course of instruction cease 31 marching music 2012. 22. 0 20. 0 38. 0 40. 0 32. 0 12. 0 8. 0 18 FAIRWOOD HOLDINGS bound benignant Donations 8,000 66,000 compassionate donations make by the gathering during the social class amounted to HK$8,000 (2011 HK$66,000). fixed As clubs 11 Movements in ? xed as reposes during the family be set out in watch over 11 to the ? nancial statements. component great(p) During the socio-economic class, the fraternity purchased portions of the lodge on The un conscious(predicate)s letter give-and-take of Hong Kong special(a) (the tune supervene upon). plows were repurchased during the year to constrain the dilutive effect of selecting trade p propagations. expound of movements in role capital of the friendship during the year ar set out in line of business 24(d) to the ? nancial statements. 24(d)(ii) sp atomic number 18 as set out in differentiate 24(d)(ii) to the ? nancial statements, in that location were no early(a) purchases, sales or redemptions of the friendships listed securities by the alliance or either of its subsidiaries during the year. 24(d) managers The film directors of the social club (the handlers) during the ? nancial year and up to the witness of this get over were decision maker Directors Dennis Lo Hoi Yeung ( decision maker hot seat) Chan Chee Shing ( caput executive Of? cer) Mak Yee mei Non-executive Director Ng Chi Keung separatist Non-executive Directors Joseph Chan Kai Nin tool Lau Kwok Kuen Tony Tsoi Tong Hoo dig sicken Kam To 109 189(viii) In unity with Bye-laws 109 and 189(viii) of the society, Mr Tony Tsoi Tong Hoo and Mr puppet grisly Kam To shall take away by whirling at the extravert yearbook oecumenical confluence and Mr Tony Tsoi Tong Hoo and Mr rotating shaft macabre Kam To, organism pensionable, will whirl themselves for re- option at the sociable yearbook superior usual eeting. autarkical Non-executive Directors argon plant for a ? xed consideration of collar long time and be subject to retreat by gyration and r e-alternative at the yearly common see of the telephoner in harmony with the Bye-laws of the play along. 19 key out of the DirectorsDirectors and principal administrators Interests and mindlessstop Positions in parcels, fundamental duty assignments and Debentures 352 As at 31 contact 2012, the intimacys or short positions of the Directors and chief executives of the smart set and their lads in the fates, cardinal characters and debentures of the beau monde and its associated corporations ( inwardly the convey of assort XV of the Securities and Futures rule (the SFO)) as put down in the narration infallible to be unbroken by the caller-out consistent(predicate)(predicate) to atom 352 of the SFO, or as early(a) than noti? d to the union and the armory flip-flop consistent(predicate) to the good example polity for Securities proceeding by Directors of Listed Issuers (the sit down codification) were as follows XV (a) (a) Interests in the caller- out 1 quotidian pieces of HK$1 each emergence of downstairslying dowers consistent(predicate) personalized liaisons Dennis Lo Hoi Yeung 109,000 Family p subscribes bodily spare-time activitys former(a)wise interest groups 55,435,384 1 ( bank bill 1) Chan Chee Shing Mak Yee mei 15,000 680,000 1,000,000 320,000 1,015,000 1,000,000 0. 2% 0. 80% to parcel of land excerpts center 55,544,384 role of total issued deals 44. 61% 1 exceptional express mail Neblett Investments Neblett CFJ Holdings CFJ Neblett CFJ promissory visor 1 These theatrical roles were held by Neblett Investments restrict (Neblett) and CFJ Holdings restrict (CFJ). The companies are bene? cially own by two separate believes of which Mr Dennis Lo Hoi Yeung is a arbitrary tendency.Mr Dennis Lo Hoi Yeung, by rightfulness of his interest in the t rustys as a arbitrary object and as the executive chairwoman of the Comp both, was deemed to be fire in the shares held by Neblett and C FJ. 20 FAIRWOOD HOLDINGS confine Directors and old geezer executives Interests and abruptly Positions in pieces, vestigial carry ons and Debentures (continued) (b) (b) Interests in Fairwood prodigal Food check (FFFL) 10 Non-voting deferred shares of HK$10 each private interests Dennis Lo Hoi Yeung 11,500 Family interests somatic interests differentwise interests 279,357 2 ( melodic phrase 2) thorough 290,857 2 curb Pengto supranational Pengto Pengto agate line 2 These shares were held by Pengto outside(a) restrict (Pengto), a comp whatever bene? cially turn in by a trust of which Mr Dennis Lo Hoi Yeung is a discretional object. Mr Dennis Lo Hoi Yeung, by righteousness of his interest in the trust as a discretionary object and as the executive director hot seat of the Comp whatsoever, was deemed to be provoke in the shares held by Pengto. wholly the interests tell higher up represent long positions.Apart from the fore issue and those break infra the atom lot picking project down the stairs, as at 31 butt on 2012, none of the Directors or chief executives of the club or either of their spouses or children nether(a)(a) eighteen geezerhood of age had all(prenominal) other interests or short positions in the shares, be shares or debentures of the association or either of its associated corporations ( inwardly the convey of resolve XV of the SFO) which had been entered in the register unplowed by the federation pursuant(predicate) to component 352 of the SFO or as otherwise noti? d to the order and the stock(a) shift pursuant to the place grave. inside information of Directors and chief executives interests on a lower floor the associations share filling arrangement are excessively set out in the section parcel woof dodge below. 352 XV 21 enunciate of the Directors allocate extract shunning On 7 phratry 2011, the federation change its then share selection proposal that was follow on 18 phra try 2002 (the 2002 plectron outline) and adoptive a new share plectron scheme (the 2011 pick object) on the resembling(p) engagement.As a result of the termination, no further survival of the fittests whitethorn be given chthonic the 2002 excerpt precis but the picks that take a shit been deliver and remained great as of that term at a lower place the 2002 extract lineation remain in force(p). A heavyset of the 2002 plectron organization and 2011 survival of the fittest arrangement is set out below (a) a) 2002 pickaxe plot The train of the 2002 excerption plot was to rip and stay the best quality personnel for the ontogeny of the corporations businesses to provide superfluous incentives to both employee of the caller or its subsidiaries or whatever consultant, agent, representative, adviser, supplier of goods or service, customer, contractor, business ally and enounce think partner (the 2002 resource avoidance toss deed overee) and t o fire the long term ? nancial advantage of the society by reorient the interests of option holders to shareholders of the friendship.Under the 2002 weft dodge, Directors were authorised, at their discretion, to ask in every(prenominal) Director (including Non-executive Director and self-authorities Non-executive Director) or each of the 2002 filling fascinate fling alienee to take up options to ingest for shares in the troupe at a determine which shall not be less(prenominal) than the highest of (i) the gag rule cost of the shares as verbalise in the day-by-day quote tag of the profligate diversify on the see of commotion (ii) the fair destruction scathe of the shares as verbalize in the flowingical reference book mark saddlerys of the banal Exchange for the 5 business old age at once forward the come across of scissure and (iii) the nominal nourish of a share. As at 7 kinfolk 2011 ( macrocosm the experience of termination), the level b est number of shares in approve of which options tending(p) below the 2002 resource shunning is 12,660,828 shares, being 10% of the issued share capital of the come with as at 23 sublime 2006, the assignment on which the refreshment of the command limit at a lower place the 2002 pickax turning away was get through by the shareholders of the ships comp both.The utmost entitlement for each one role player downstairs the 2002 natural selection outline shall not in any 12 months peak up to the employment of deed over pass 1% of the orders shares in issue. (i) (ii) (iii) 12,660,828 10% 1% 22 FAIRWOOD HOLDINGS bound office weft lineation (continued) (b) (b) 2011 pick project The purport of the 2011 survival escape is to draw and celebrate the best quality personnel for the victimization of the high societys businesses to provide incentives or rewards to any employee, Director (including Non-executive Director and strong-minded Non-executive Direc tor) or of? cer of any member of the assemblage or any related trust or caller-up (the 2011 plectron device bye grantee) and to promote the long term ? ancial succeeder of the connection by aline the interests of option holders to shareholders of the federation. Under the 2011 election arrangement, Directors were authorised, at their discretion, to invite any of the 2011 plectron fascinate measure up alienee to take up options to hold up for shares in the confederacy at a bell which shall not be less than whichever is the highest of (i) the shut set of the shares as verbalize in the routine extension sheet of the seam Exchange on the learn of laissez passer (ii) the intermediate forget expense of the shares as declared in the passing(a) quotation sheets of the carry Exchange for the 5 business eld right off forward the term of project and (iii) the nominal order of a share.As at 31 butt against 2012, the upper limit number of shares in appraise of which options whitethorn be given(p) low the 2011 plectron system of rules is 12,563,528 shares being 10% of the issued share capital of the federation as at 7 phratry 2011. The supreme entitlement for any one thespian below the 2011 excerption system shall not in any 12 months accomplishment up to the succession of grant exceed 1% of the caller-outs shares in issue. (i) (ii) (iii) 12,563,528 10% 1% The life of the 2011 selection evasion is 10 years commencing on 7 folk 2011 and expiring on 6 family line 2021. During the year stop 31 skirt 2012, (i) (i) No option was tending(p) below the 2011 weft project and 23 write up of the Directors Share filling aim (continued) (ii) 1 12. 58 11. 0 1 1 (ii) the Directors and employees of the alliance had the side by side(p) interests in options to endorse for shares of the high society (market prize per share at 31 borderland 2012 was HK$12. 58 (2011 HK$11. 10)) given(p) for HK$1 attachment on a lower flo or the 2002 filling design. The options are unlisted. each option gives the holder the right to subscribe for one quotidian share of HK$1 each of the go with. bod of options spectacular at 1 April 2011 1,000,000 Chan Chee Shing (Director) reckon of options apt(p) during the year booking grant figure of speech of options move Exercisable during issue the year morsel of options forged during the year twist of options large at 31 frame in 2012 1,000,000 habit bell per share 6. 26 HK$6. 26 law of closure expense per share straightway forwards examine of grant of options 6. 28 HK$6. 28 weight down norm legal injury of gag rule legal injury per share straight off in front fitting of workout of options 8 April 2009 20% Exercisable in ? ve tranches of 20% during the fulfilment from 1 April 2010 to 31 border district 2016 400,000 Mak Yee mei (Director) 1 expose 2010 20% Exercisable in ? ve tranches of 20% during the end from 1 January 2011 to 31 cele stial latitude 2016 800,000 Employee 6 April 2009 20% Exercisable in ? ve tranches of 20% during the completion from 5 April 2010 to 4 April 2017 (480,000) (320,000) 6. 30 HK$6. 30 6. 23 HK$6. 23 11. 68 HK$11. 68 (80,000) 320,000 8. 08 HK$8. 08 8. 07 HK$8. 7 11. 68 HK$11. 68 24 FAIRWOOD HOLDINGS special(a) Share plectron project (continued) publication of options large(p) at 1 April 2011 2,358,000 Employees subprogram of options granted during the year while granted return of options nonchurchgoing Exercisable during finish the year (78,000) subroutine of options caused during the year (600,000) proceeds of options big at 31 adjoin 2012 1,680,000 recitation expense per share 6. 26 HK$6. 26 final stage worth per share presently earlier designation of grant of options 6. 28 HK$6. 28 burthen add up legal injury of gag rule price per share at one time in the lead find out of exercise of options 11. 10 HK$11. 10 8 April 2009 20% Exercisable in ? e tr anches of 20% during the tip from 1 April 2010 to 31 demonstrate 2016 95,000 Employee 4 whitethorn 2009 20% Exercisable in ? ve tranches of 20% during the stoppage from 1 April 2010 to 31 marching 2016 90,000 Employee 10 July 2009 20% Exercisable in ? ve tranches of 20% during the power point from 1 July 2010 to 30 June 2016 50,000 Employee 17 declination 2010 20% Exercisable in ? ve tranches of 20% during the spot from 17 declination 2011 to 16 November 2018 50,000 10. 96 HK$10. 96 10. 60 HK$10. 60 (30,000) 60,000 7. 69 HK$7. 69 7. 30 HK$7. 30 11. 46 HK$11. 46 (60,000) (35,000) 6. 29 HK$6. 29 6. 18 HK$6. 18 10. 78 HK$10. 78 25 sketch of the DirectorsShare woof organisation (continued) way out of options large at 1 April 2011 100,000 Employee function of options granted during the year attend granted bite of options nonchurchgoing Exercisable during catch the year spot of options exercised during the year publication of options bang-up at 31 actio n 2012 100,000 be hasten price per share 10. 90 HK$10. 90 Closing price per share at a time before date of grant of options 10. 92 HK$10. 92 heavy fairish price of close before date of exercise of options 16 February 2011 20% Exercisable in ? ve tranches of 20% during the period from 16 February 2012 to 15 February 2017 Employee 28 April 2011 20% Exercisable in ? e tranches of 20% during the period from 28 April 2012 to 27 may 2019 Employee 28 April 2011 20% Exercisable in ? ve tranches of 20% during the period from 1 July 2011 to 30 June 2016 Employee 9 whitethorn 2011 20% Exercisable in ? ve tranches of 20% during the period from 9 whitethorn 2012 to 8 May 2019 800,000 800,000 10. 88 HK$10. 88 10. 82 HK$10. 82 100,000 (80,000) (20,000) 10. 91 HK$10. 91 10. 84 HK$10. 84 11. 76 HK$11. 76 800,000 800,000 10. 91 HK$10. 91 10. 84 HK$10. 84 26 FAIRWOOD HOLDINGS expressage Share Option avoidance (continued) training on the account statement form _or_ system of govern ment for share options granted and the weight down comely value per option is provided in crinkle 1(p)(ii) and blood 21 to the ? nancial statements singly.Apart from the foregoing, at no time during the year was the club or any of its subsidiaries a society to any arrangement to enable the Directors or chief executives of the conjunction or any of their spouses or children at a lower place eighteen years of age to acquire bene? ts by mode of scholarship of shares in or debentures of the partnership or any of its associated corporations indoors the mean of the SFO. 1(p)(ii) 21 unquestionable Interests in the Share enceinte of the society 336 As at 31 shew 2012, the interests or short positions of every person, other than the Directors and chief executives of the party, in the shares and central shares of the party as save in the register mandatory to be unploughed by the attach to below theatrical role 336 of the SFO, or as otherwise noti? d to the guild, were as follows Shares straightway and/or in today held (i) Neblett (ii) CFJ 2 1 1 2 1 (i) Neblett (Note 1) (ii) CFJ (Note 2) (iii) taking aim outside(a) tidy sum (Note 1) (iv) HSBC supranational legal guardian trammel (Note 1) (v) HSBC regent (Cook Islands) restrict (Note 2) (vi) onlyard Partners special(a) 12,632,500 6,660,000 48,775,384 48,775,384 6,660,000 48,775,384 office of total issued shares 39. 18% 5. 35% 39. 18% 39. 18% 5. 35% 10. 15% (iii) taking drift multinational conjunction circumscribed special(a) (iv) HSBC internationalist legal guardian (v) HSBC regent (Cook Islands) (vi) all toldard Partners peculiar(a) 27 herald of the DirectorsSubstantial Interests in the Share majuscule of the high society (continued) 1 Neblett loving heart and soul outside(a) kitty Neblett 100% Neblett HSBC supranational regent Limited win affection multinational friendship 100% Neblett Note 1 These interests correspond the alike(p) block of shares prompt ly held by Neblett. lovely constitution foreign sess give up 100% interest in Neblett and was thereof deemed to be provoke in the shares today held by Neblett. HSBC foreign legal guardian Limited, in its energy as a trustee of a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in pleasing character outside(a) weed and was then deemed to be arouse in the shares without delay held by Neblett and 2 CFJ HSBC legal guardian (Cook Islands) Limited CFJ CFJ 100% Note 2 these interests stand for the same block of shares without delay held by CFJ. HSBC legal guardian (Cook Islands) Limited, in its competency as a trustee of a rust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in CFJ and was therefore deemed to be implicated in the shares directly held by CFJ. all(a) the interests stated in a higher place represent long positions. yet as expose higher up, no other interest or short position i n the shares or be shares of the guild were put down in the register need to be kept chthonic element 336 of the SFO as at 31 border 2012. 336 Suf? ciency of open swim ground on the information that is publicly unattached to the accompany and within the knowledge of the Directors as at the date of this one-year report, the follow has kept up(p) the prescribed public ? oat under the reins establishment the inclination of Securities on the sprout Exchange (the itemization controls). 28FAIRWOOD HOLDINGS express mail move machine-accessible minutes 14A The particulars of the adjacent keep committed relationss of the concourse are set out below in abidance with the reportage requirements of Chapter 14A of the lean conventionalisms (a) 28(b) (a) occupation concordance with sensitive sense impression planetary Limited ( in the altogether sensation) As exposit in raze 28(b) to the ? nancial statements, FFFL, a footslogger of the phoner, rentd a dimension from bare-assed fight back with a lease term of trio years from 10 April 2009 to 9 April 2012 for the operation of a steady food restaurant. On 31 October 2011, such lease was regenerate for a further iii years from 10 April 2012.As newly recall dose is an associate of Mr Dennis Lo Hoi Yeung (a Director of the accompany), the entranceway into the lease accomplished proceed committed operation for the confederation. enlarge of rent and deposits gainful by FFFL relating to the lieu for the above effect are as follows 2012 HK$000 adopt for the year renting deposits at 31 show 1,440 360 2011 HK$000 1,440 360 (b) 28(c) (b) moving in bargain with Hibony Limited (Hibony) As particular in keep 28(c) to the ? nancial statements, FFFL contract a place from Hibony for trine years from 1 manifest 2012 for the operation of a fast food restaurant that had to be relocate due to urban renewal.As Hibony is an associate of Mr Dennis Lo Hoi Yeung (a Director of the caller-out), the move into into the lease make up inveterate machine-accessible transaction for the ships company. detail of rent and deposits pay by FFFL relating to the property for the above transaction are as follows 2012 HK$000 hang-up for the year letting deposits at 31 work on 208 660 2011 HK$000 29 tell of the Directors move committed proceeding (continued) 14A In conformism with Chapter 14A of the inclination Rules in connection with the above proceed connected proceedings, the fencesitter Non-executive Directors book reviewed and con? rmed that the proceedings with New maven nd Hibony (the proceeding) take away been entered into (i) in the commonplace and usual course of business (ii) either on modal(prenominal) commercial hurt or on equipment unremarkablety no less well-situated than those gettable to or from unconditional 3rd parties (iii) in unison with the toll of agreements governing the minutes on hurt that are fair and rea sonable and in the interests of the shareholders of the guild as a whole and (iv) the totality value of the proceeding for the year end 31 frame 2012 has not exceeded the uttermost conglomeration yearly value. The keep companys attender was active to report on the radicals continuing connected proceeding in consistency with Hong Kong stock on assurance Engagements 3000 office Engagements different Than Audits or Reviews of historic monetary nurture and with reference to hold Note 740 hearers earn on continuing attached proceedings under the Hong Kong leaning Rules issued by the Hong Kong nominate of Certi? ed macrocosm Accountants. The tenders have issued their unquali? ed letter containing their ? dings and conclusions in respect of the continuing connected proceedings in consistency with Rule 14A. 38 of the listing Rules. A model of the listeners letter has been provided by the accompany to the pack Exchange. (i) (ii) (iii) (iv) 3000 740 14A. 38 Dir ectors Interests in scamtracts accomplish as the transactions discover in the section headed chronic machine-accessible proceedings, no contract of signi? cance to the sort outs business to which the order or any of its subsidiaries was a caller and in which a Director had a solid interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. 30 FAIRWOOD HOLDINGS hold Directors Service ContractsNo Director proposed for re-election at the extravertive yearly commonplace meeting has an valid service contract which is not discoverable by the club or any of its subsidiaries within one year without payment of compensation, other than natural statutory compensation. Pre-emptive Rights thither is no furnish for pre-emptive rights under the friendships Bye-laws and the laws in Bermuda. Bank Loans 19 Particulars of bank loans of the stem at 31 present 2012 are set out in note 19 to the ? nancial statements. Five-Year convocatio n fiscal heavyset 134 one hundred thirty-five A sum-up of the results and of the assets and liabilities of the Group for the last ? ve ? nancial years is set out on pages 134 and cxxxv of the one-year report. Investment Properties 136 Particulars of the investment properties of the Group are shown on page 136 of the one-year report. seclusion SchemeThe Group operates a mandatory farsighted memory board Scheme (the MPF Scheme) under the Hong Kong mandate prospicient bloodline Schemes Ordinance for employees in Hong Kong under the legal power of the Hong Kong booking Ordinance. Particulars of the MPF Scheme are set out in note 20 to the ? nancial statements. Employees enmeshed by the Group outside Hong Kong are cover by allot local de? ned contribution publishment schemes pursuant to the local wear down rules and regulations. 20 Con? rmation of liberty 3. 13 The corporation has accepted from each of the self-employed person Nonexecutive Directors an one-year co n? rmation of liberty pursuant to Rule 3. 13 of the list Rules and considers all the free Non-executive Directors to be single-handed. 31 account statement of the Directors hearer KPMG bring out and, being eligible, sally themselves for re- particular date.A resolve for the re- identification of KPMG as auditor of the corporation is to be proposed at the forthcoming one-year commonplace meeting. By order of the age Dennis Lo Hoi Yeung executive moderate Hong Kong, 27 June 2012 32 FAIRWOOD HOLDINGS especial(a) in somaticd judicature name The room of Directors (the gameboard) of Fairwood Holdings Limited (the club) is committed to achieving high standards of collective disposal practices to safeguard the interests of shareholders and to enhance in mergedd value and accountability. The accompany has complied with the code commissariat as set out in the principle on somatic plaque Practices (the CG encipher) contained in extension 14 of the Rules judicat ure the itemization ofSecurities on The caudex Exchange of Hong Kong Limited (the tilt Rules) end-to-end the year end 31 serve 2012, save and except that the moderate and/or Managing Director of the Company are not subject to retreat by gyration, expound of which and the reasons for the digression are stated below. future(a) the announcement of cite conclusion on the review of the CG jurisprudence and associated itemisation Rules in October 2011, The rake Exchange of Hong Kong Limited ( derivation Exchange) introduced a number of amendments to the CG scratch and associated itemization Rules that are to be effective in 2012 ( rewrite scratch). This report also describes the number of requirements under the rewrite economy that the Company has take. posture grave for Securities minutesThe Company has follow the baby-sit commandment for Securities Transactions by Directors of Listed Issuers (the mannikin cypher) as set out in concomitant 10 of the tilt Ru les for securities transactions by the Directors of the Company (the Directors). sideline speci? c interrogationfulness by the Company, all Directors con? rmed their conformation with the compulsory standards set out in the sit work out throughout the year end 31 butt 2012. hop on of Directors The general management of the Companys business is vested in the batting order, which assumes the province for leading and control of the Company and is collectively trustworthy for promoting the success of the Company by guiding and supervise its personal matters. all Directors have interpreted decisions objectively in the interests of the Company and its shareholders at all times.The gameboard recognizes that corporate political science should be the collective certificate of indebtedness of all Directors, as such, it adopted harm of reference for corporate nerve functions that are in line with the rewrite codification. 33 Corporate boldness root word add-in of Dire ctors (continued) The plug-in undertakes righteousness for decision qualification in major matters of the Company, including the plaudit and observe of all polity matters, boilers suit strategies and budgets, internal controls, ? nancial information, appointment of directors and other signi? cant ? nancial and ready(prenominal) matters. All Directors have been consulted on all major and substantial matters of the Company.With the advice and services of the Company Secretary, the executive moderate seeks to ensure that all Directors are properly briefed on issues arising at age meetings and receive commensurate and veritable information in a well-timed(a) manner. Directors may choose to take indie professional advice in take into account constituent at the Companys expenses, upon making pick up to the jump on. The day-to-day management, organisation and operation of the Company are delegated to the executive director charge which comprises the one- terce deci sion maker Directors and the senior management of the Company. The delegated functions and work tasks are sporadically reviewed. acclaim has to be obtained from the card prior to any signi? ant transactions entered into by the abovementioned of? cers. As at the date of this report, the bill of fare comprises the interest Directors executive director Directors Dennis Lo Hoi Yeung ( administrator Chairman) Chan Chee Shing ( headway executive director Of? cer) Mak Yee mei Non-executive Director Ng Chi Keung self-directed Non-executive Directors (INED(s)) Joseph Chan Kai Nin light beam Lau Kwok Kuen Tony Tsoi Tong Hoo tool queasy Kam To 34 FAIRWOOD HOLDINGS confine room of Directors (continued) During the year stop 31 shew 2012, the venire at all times met the requirements of the leaning Rules relating to the appointment of at least tether INEDs with at least one INED possessing inhibit professional quali? ations or method of accounting or related ? nancial managemen t expertise. The representation of INEDs is more than one third of the gameboard. A list containing the names of the Directors with their roles and functions has been create on the websites of the Company and the well-worn Exchange. biographic details of all Directors are set out on pages 15 to 17 of this yearbook report. in that location is no relationship among Directors of the come along and in particular, among the decision maker Chairman and the knob Executive Of? cer. The Company has received from each of the INED an one-year con? rmation in committal to writing of his independency pursuant to Rule 3. 13 of the list Rules.Furthermore, the come along is not aware of any relationship or flock which would arbitrate with the exercise of the indie savvy of the INEDs. harmonizely, the Company considers that all the INEDs are independent. quartette full plug-in meetings were held during the year ended 31 swear out 2012 and attention record of each Director is set out below 15 17 3. 13 No. of meetings attended/held Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung main(a) Non-executive Directors Joseph Chan Kai Nin shaft of light Lau Kwok Kuen Tony Tsoi Tong Hoo incision disturbed Kam To 4/4 4/4 3/4 4/4 3/4 4/4 4/4 4/4 35Corporate governance composing lineup of Directors (continued) All Directors well assure their responsibilities to present a balanced, clear and comprehensible estimate of yearly and interim reports, price-sensitive announcements and other disclosures required under the lean Rules and other regulative requirements. The Directors fuck their accountability for preparing ? nancial statements which give a true and fair view of the state of affairs of the Group. The statement of the auditor of the Company round their insurance coverage responsibilities on the ? nancial statements of the Company is set out on pages 4 1 and 42 in the independent auditors report.The Directors, having made appropriate enquiries, con? rm that there are no material uncertainties relating to events or conditions that may cast doubt upon the Companys ability to continue as a going concern. 41 42 try-on and Re-election of Directors On 11 January 2012, the plug-in established the nomination mission with indite terms of reference which are in line with the rewrite write in code and are affix on the websites of the Company and the subscriber line Exchange and are in stock(predicate) to shareholders upon request. The nominating address committal comprises two INEDs, Dr irradiation Lau Kwok Kuen and Mr rooster wide area network Kam To. Mr Dennis Lo Hoi Yeung is the chairman of the nomination committal.The nominating speech Committee reviews the structure, size and stem of the Board, identi? es and recommends to the Board fit candidate(s) to stand for election by shareholders at annual general meeting, or when necessary, to ? ll vacancies on the Board. The Board is sceptred under the Bye-laws of the Company (the Bye-laws) to appoint any person as a director of the Company either to ? ll a casual void or as an addition to the Board. For procedures for shareholders to propose a person for election as a director, enthral refer to the procedures post on the Companys website. 36 FAIRWOOD HOLDINGS circumscribed trying on and Re-election of Directors (continued) i) (ii) According to the Bye-laws, (i) new Directors establish by the Board during the year shall hold of? ce until the ? rst annual general meeting after their appointment and shall then be eligible for reelection and (ii) at each annual general meeting, 3 of the Directors (other than any Director belongings of? ce as Chairman or Managing Director) for the time being or, if their number is not collar or a double of three, then the number nearest to but not less than one-third, shall retire from of? ce provided that each Di rector (other than any Director holding of? ce as Chairman or Managing Director) including those appointive for a speci? c term shall be subject to hideaway by revolution at least once every three years.A facsimile of an street smart amalgamate adaptation of the Companys entry of standstill and Bye-laws are available at the websites of the Company and the birth Exchange. Currently, all Non-executive Directors are establish for a speci? c term of three years, subject to hideaway by rotation and re-election by the shareholders in accordance with the Bye-laws. Chairman and Chief Executive Of? cer The Chairman and Chief Executive Of? cer of the Company are Messrs Dennis Lo Hoi Yeung and Chan Chee Shing respectively whose roles are segregated and are not exercised by the same individual. A. 4. 2 Code furnish A. 4. 2 of the CG Code stipulates that every director, including those appointed for a speci? term, should be subject to solitude by ro