Directors Report
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໎ԑผంй࣊ Directors’ Report ໎ԑผਹᔑеᙴ࿀ϭɀཌྷཌྷɍαɍ˂ɍɊ The directors submit to shareholders their annual report and the ᙔʔ̇˞Ɏ audited financial statements of the Company and its subsidiariesڃȹˀ˅α۹c̯ʔ̇ʥԯ hereinafter collectively referred to as the “Group”) for the year) ٲඑ྆ɾ൪αంйʥᄗ࣏ল৻ం̯ီ .ʀ̯ʔٖ̇e ended 31 March 2003 ˚߬พ৻ Principal Activities ᙔ The principal activity of the Company is investment holding andڃʔ̇ɾ˚߬พ৻ݯҙ༅ઁٖcԯ˚̯߬ the activities of its principal subsidiaries, associates and jointly כʔ̇dᐲᏪʔ̇ʥᏪʔ̇ɾ˚߬พ৻༗ .ഽ42e controlled entities are set out in note 42 to financial statementsڃٲল৻ం ʗඖ༅ࢿ Segment Information ഽ4e Details of segment information are set out in note 4 to the financialڃٲল৻ంכୀʗඖ༅ࢿ༗ statements. พᐜ Results එ྆࿀˅ɀཌྷཌྷɍαɍ˂ɍɊȹˀ˅α۹ Details of the results of the Group for the year ended 31 March̯ ʥτ 2003 are set out in the consolidated income statement on pageٲ55ࠒɾ၃νऩכɾพᐜੱc༗ .ഽʑe 55 and the accompanying notes to the financial statementsڃٲᗐɾল৻ం ᘪɺݢೕ࿀ϭɀཌྷཌྷɍαɍ The Directors of the Company have resolved not to recommendۺʔ̇໎ԑผ̯ .ɍɊȹˀ˅α۹ɾ̱౨ٖࢠe the payment of a final dividend for the year ended 31 March 2003˂ ʄαল৻ล߬ Five-year Financial Summary ʄল৻α۹ɾพᐜʥ༅ଐ߲ඦ A summary of the results and assets and liabilities of the Groupٶඑ̯྆ .145ࠒe for the past five financial years is set out on page 145כɾล߬༗ พdᄥָʥஉௐ Investment Properties and Property, Plant and Equipmentذพၤذҙ༅ พdᄥָʥஉ Details of changes during the year in the investment propertiesذพၤذඑ྆ʥ̯ʔ̇ҙ༅̯ ল৻ం and property, plant and equipment of the Group and of theכα۹ʑɾᛰ৽ੱcʗП༗̯כௐ ഽ15ʥ16e Company are set out in notes 15 and 16 to the financialڃٲ statements respectively. ೕࢄþೕࢄɻdˮਕʥҙ༅೩͂பɾ Properties Held for/under Development, Sale andۿ พ Investment Purposesذ α۹ʑɾᛰ Details of changes during the year in properties held for/under̯כพذೕࢄþೕࢄɻۿඑ̯྆ ഽ17e development of the Group are set out in note 17 to the financialڃٲল৻ంכ৽ੱ༗ statements. HKR INTERNATIONAL LIMITED ANNUAL REPORT 2002/2003 31 ໎ԑผంй࣊ Directors’ Report ೕࢄþೕࢄɻdˮਕʥҙ༅೩͂பɾ Properties Held for/under Development, Sale andۿ พÐᙩ Investment Purposes – continuedذ ೕࢄþೕࢄɻdˮਕʥҙ༅೩͂பɾ˚߬ A summary of major properties held for/under development, saleۿ .146ࠒϭ156ࠒe and investment purposes is set out on pages 146 to 156כพ࿂߬༗ذ Share Capital ̯ٖ α۹ʑ̯ʔ̇ɾٖ̯ԎಲͨЄᛰ৽e There was no change in the share capital of the Company during̯ the year. ௐ Reserves α۹ʑɾᛰ৽ Details of movements during the year in the reserves of the Group̯כඑ྆ʥ̯ʔ̇ɾௐ̯ ʥ and of the Company are set out in Consolidated Statement ofٲ59ࠒʑɾ၃ᚬऩᛰ৽ంכʗП༗ੱ ഽ30e Changes in Equity in Page 59 and note 30 to the financialڃٲল৻ం statements respectively. ໎ԑ Directors α۹ʑʥ࿀ϭ̯ంй࣊ˀ౨ɾ໎ The directors of the Company during the year and up to the date̯כʔ̯̇ ԑผιࡗΣɎi of this report were: ݅Ꮬ̵˚ CHA Chi Ming (Chairman) ݅Ꮊᐰ৹˚ CHA Mou Sing Payson (Deputy Chairman) ݅Ꮊι໎ԑᐢଉ CHA Mou Zing Victor (Managing Director) ࡧԙଉ Ronald Joseph ARCULLI (ਨϷ໎ԑ (Independent Non-executive Directorڈዟ͓ ሲࡼक़ CHENG Kar Shun Henry (ਨϷ໎ԑ (Independent Non-executive Directorڈዟ͓ ݅Ꮊᄨ CHA Mou Daid Johnson CHEUNG Tseung Ming עןਜ਼ ᒉʶ̈́ CHUNG Sam Tin Abraham ܰ݅Ꮊᐰɾ౧ˤ໎ԑ (Also alternate to CHA Mou Sing Payson) Є݇߱ HO Pak Ching Loretta ˔݅᎘ WONG CHA May Lung Madeline 116ૈɾ In accordance with Article 116 of the Company’s Articles ofڬ๑̯ʔ̇ɾʔ̇ୂᓱೡୀܘ ஃցc݅Ꮊιͱ́dሲࡼक़ͱ́ʥ˔݅᎘ Association, Mr CHA Mou Zing Victor, Mr CHENG Kar Shun Henry ɤɡረঽͨc֤೩ଲ༅ࣟcᗙᐶፕ and Ms WONG CHA May Lung Madeline shall retire from office by டͨeֺτԯˢ໎ԑяᘗᙩजͨe rotation and, being eligible, offer themselves for re-election. All other directors continue in office. 32 ࠗಋጙพਝඑ྆τࠉʔ̇ 2002/2003 αం ໎ԑผంй࣊ Directors’ Report ໎ԑÐᙩ Directors – continued ɀཌྷཌྷɍαȼ˂ɍɊȹˀᐾϷɾٖ None of the directors offering themselves for re-election at theכЩੀ ൪αɣผɐᐶፕடͨɾ໎ԑcลಲၤ̯ʔ̇ forthcoming annual general meeting to be held on 31 July 2003 ȹαʑΕЛ˟ has a service contract with the Company or any of its subsidiariesכ˿ᙔʔ͓̇߯ɺڃԯͨЄֶ ላɾੱؗɎؒցላ̯̔ͅඑ྆ୄ˅ which is not determinable by the Group within one year without .(৻e payment of compensation (other than statutory compensationרɾ ๑̯ʔ̇ɾʔ The term of office of each independent non-executive director isܘਨϷ໎ԑɾͨ౨cڈΈዟ͓ the period up to his retirement by rotation in accordance with the کஃցcݯ࿀ϭረঽͨڬᓱೡୀୂ̇ .ݯ˅e Company’s Articles of Association ဳଉ Management Contract α۹ʑลಲֶ͓߯ΦΕͨЄኬ No contract for the management and administration of the whole̯כʔ̯̇ e or any substantial part of any business of the Company wasܧЄ˚߬พ৻ͫɾဳଉֶϷֶͨ entered into or existed during the year. ໎ԑʥঢ়ज़ဳଉɁࡗᄚዃ Biographical Details of Directors and Senior Management I ໎ԑ I Director ݅Ꮬ̵c˚89ั CHA Chi Ming, Chairman (Age 89) ͱ́ϬȹȾɄȾαݯ̯ʔ̇ɾ Founder and chairman of the Company since 1989, Mr CHA݅ พೕࢄʿࠍ has over 25 years’ experience in property development andذፒɁʥ˚e݅ͱ́Ε ዶ༩25αcΕ॒ᓱɮพʿࠍҡዶ more than 65 years’ experience in the textile industry. He is ༩65αcԎᏵཕɮਆဳଉነ࿘ an Honorary Doctor of Business Administration and an .ผޫነ࿘ᙷɡነϽe Honorary Doctor of Social Scienceمᙷɡʥ ݅Ꮊᐰcʪ̡ୁɡc৹˚60ั CHA Mou Sing Payson, JP, Deputy Chairman (Age 60) ɀཌྷཌྷȹαȾ˂Ᏽկͨݯ̯ Appointed as deputy chairman of the Company in Septemberכͱ́݅ พೕࢄʿ 2001, Mr CHA has over 30 years’ experience in propertyذʔ̇ɾ৹˚c݅ͱ́Ε development. He is a member of The National Committee of ܧࠍዶ༩30αe֤ଊͨɻਝɁ̵ ؝ԾਆผᘪͲਝկࡗผɾկࡗe݅Ꮊ the Chinese People’s Political Consultative Conference. He .ᐰͱ́ݯ݅Ꮬ̵ͱ́ɾԫɥe is a son of Mr CHA Chi Ming ݅Ꮊιc໎ԑᐢଉ53ั CHA Mou Zing Victor, Managing Director (Age 53) ͱ́ϬȹȾɄȾαᏵկͨݯ̯ʔ Director since 1989 and appointed as managing director of݅ ȹȾȾʒαᏵկͨݯHKR HKR Asia-Pacific Pte Ltd since 1996 and managing directorכ໎ԑċ of the Company in September 2001. Mr CHA is responsible כAsia-Pacific Pte Ltdɾ໎ԑᐢଉʥ ɀཌྷཌྷȹαȾ˂Ᏽկͨݯ̯ʔ̇ɾ໎ for the overall and day to day management of the Group. He ԑᐢଉe݅ͱ߲́ஐ̯එ྆พ৻ɾ has been involved in the textile manufacturing and real estate ኬʥˀဳଉɮАeԯၤ॒ᓱႇ businesses for over 15 years. He is a son of Mr CHA Chi .ʥָΔଐพ৻༩15αe݅Ꮊιͱ́ Ming ݯ݅Ꮬ̵ͱ́ɾԫɥe HKR INTERNATIONAL LIMITED ANNUAL REPORT 2002/2003 33 ໎ԑผంй࣊ Directors’ Report ໎ԑʥঢ়ज़ဳଉɁࡗᄚዃÐᙩ Biographical Details of Directors and Senior Management – continued I ໎ԑÐᙩ I Director – continued ݅Ꮊᄨ51ั CHA Mou Daid Johnson (Age 51) ͱ́ϬȹȾɄȾαᏵկͨݯ໎ Director since 1989, Mr CHA has over 25 years’ of݅ ӱʥԓݘԑҙ༅ဳ investment management experience in Silicon Valley andلԑe֤Εਝ ଉพ৻ዶ༩25αe݅ͱ́͛ݯThe Asia. He is the managing director of The Mingly Corporation Mingly Corporation Limitedɾ໎ԑᐢ Limited and is also a director of a number of public and ଉʥኪͨΛࡼɻਝʥࠗಋʔଠʥӝɁ private companies in Hong Kong and China. He is a member of the Council of Advisors on Innovation and Technology to ܧਂܧʔ̇ɾ໎ԑe֤ݯࠗಋऋПϷ ณޫҌᚋਐկࡗผկࡗcԎዶร the Government of Hong Kong SAR and is actively֚ ϙСዀ࿚ɾԑ৻e݅Ꮊᄨ participating in many non-profit organisations. He is a sonڈၤΛࡼ .ͱ́ݯ݅Ꮬ̵ͱ́ɾԫɥe of Mr CHA Chi Ming (CHEUNG Tseung Ming (Age 61 61ัעןਜ਼ ɀཌྷཌྷȹαȾ˂Ᏽկͨݯ໎ Appointed as director in September 2001, Mr CHEUNG isכਜ਼ͱ́ ԑe֤ݯHKR Asia-Pacific Pte Ltdɾ໎ the resident director of HKR Asia-Pacific Pte Ltd and is ᙔ responsible for the management of the Company’sڃԓʪਂɾכԑc߲ஐဳଉ̯ʔ̇ ʔ̇ʥҙ༅eਜ਼ͱ́ݯߜਝ࿚ʥɠ subsidiaries and investments in Asia-Pacific region. He is a ɮೡነผɾผࡗc͛ܰዌݘผ߮ member of the Institute of Structural and Civil Engineers in˃ ʔผɾঢ়ज़ผࡗe the United Kingdom and a certified practising accountant of the CPA Australia. ᒉʶ̈́cʔ̇ो࣊57ั CHUNG Sam Tin Abraham, Company Secretary (Age 57) ᒉͱ́ϬȹȾȾ̒αᏵկͨݯ໎ Director since 1994 and appointed as company secretary in ɀཌྷཌྷȹαᏵկͨݯʔ̇ो 2001, Mr CHUNG is responsible for the Group’s financialכԑcԎ ࣊c߲ஐ̯එ྆ɾল৻ʥͬพԑփe and corporate affairs. Mr CHUNG is a certified public ᒉͱ́ݯȹΊਨพผ߮c͛ܰࠗಋ accountant and a member of the Hong Kong Society of ল৻ဳଉʥࠗ Accountants. He has over 25 years’ experience in financialכผ߮ʔผผࡗe֤ .พೕࢄዶ༩25αe management and property development in Hong Kongذಋɾ Є݇߱56ั HO Pak Ching Loretta (Age 56) ЄɤɡϬȹȾȾ̒αᏵկͨe֤߲ Director since 1994, Ms HO is responsible for the Group’s ஐ̯එ྆ɾָΔଐพ৻eЄɤɡݯߜ real estate business. She is a fellow of the Chartered ਝऋஈ۰Χଉነผࠗಋʗผɾผ Institute of Housing, Hong Kong Branch. She has over 30 .พೕࢄʿࠍዶ༩30α years’ experience in property developmentذכࡗe֤ e 34 ࠗಋጙพਝඑ྆τࠉʔ̇ 2002/2003 αం ໎ԑผంй࣊ Directors’ Report ໎ԑʥঢ়ज़ဳଉɁࡗᄚዃÐᙩ Biographical Details of Directors and Senior Management – continued I ໎ԑÐᙩ I Director – continued ˔݅᎘63ั WONG CHA May Lung Madeline (Age 63) ɤɡϬȹȾɄȾαᏵկͨe֤͛ Director since 1989, Ms WONG is also a director in a number˔ ኪͨΛࡼࠗಋʥࣵ̔ʔଠʥӝɁʔ̇ of public and private companies in Hong Kong and overseas, ֺ including Hon Kwok Land Investment Company, Limited andמࠗಋᐲ͚כܢ˳ɾ໎ԑcԯɻ τࠉʔ̇ɐ̟ɾਝສพτࠉʔ̇ʥ Chinney Investments, Limited which are listed on The Stock พྡྷพτࠉʔ̇e˔݅᎘ɤɡݯ Exchange of Hong Kong Limited. She is a daughter of Mrۺ ݅Ꮬ̵ͱ́ɾɤԫe CHA Chi Ming. ਨϷ໎ԑ II Independent non-executive directorڈII ዟ͓ ࡧԙଉcʪ̡ୁɡ64ั Ronald Joseph ARCULLI, JP (Age 64) -ࡧͱ́ϬȹȾɄȾαᏵկͨݯ໎ Director since 1989 and appointed as an independent non ԑcԎͅȹȾȾ̒αᏵկͨݯዟ͓ executive director in 1994, Mr ARCULLI is the managing ԑ partner of Arculli and Associates, a firm of solicitors in Hong܁ਨϷ໎ԑeࡧͱ́ݯࡧԙଉڈ ৻ֺɾ༅૯͟Ɂc͛ኪͨΛࡼࠗಋ Kong, and a director of several public listed and private ʥͲଈʔଠɐ̟ʥӝɁʔ̇ɾ໎ԑe companies in Hong Kong and worldwide. ሲࡼक़56ั CHENG Kar Shun Henry (Age 56) -ሲͱ́ϬȹȾɄȾαᏵկͨݯ໎ Director since 1989 and appointed as an independent non ԑcԎͅȹȾȾ̒αᏵկͨݯዟ͓ executive director in 1994, Mr CHENG is the managing ೕࢄτ director of New World Development Company Limited and aވ˖ਨϷ໎ԑeሲͱ́ݯณڈ ࠉʔ̇ɾ໎ԑᐢଉc࠹ͨࠗಋΛࡼ director of a number of public and private companies in Hong ʔଠʥӝɁʔ̇ɾ໎ԑe Kong. III ঢ়ज़ဳଉɁࡗ III Senior Management Gary Michael BROWN49ั Gary Michael BROWN (Age 49) ȹȾȾʄα˱Ƀ̯එ྆cଊኪ̯ͨ Joined in 1995, Mr BROWN is the general manager of theכ එ྆ผֺဳଉޫᐢଉeBROWNͱ́ Group’s recreation division.