໎ԑผంй࣊ Directors’ Report ໎ԑผ΃ਹᔑеᙴ࿀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) ٲඑ྆ɾ൪αంйʥ຤ᄗ࣏ল৻ం̯ီ .ʀ̯ʔٖ̇׭e 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 כʔ̇dᐲᏪʔ̇ʥ΋Ꮺʔ̇ɾ˚߬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৻ంכ໯ୀʗඖ༅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 pageٲ଱55ࠒɾ၃΋νऩכɾพᐜ໯ੱc༗ .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 ʄ࠯ল৻α۹ɾพᐜʥ༅ଐ߲ඦ A summary of the results and assets and liabilities of the Groupٶඑ྆௖̯ .଱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 .଱146ࠒϭ଱156ࠒe 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 Group̯כඑ྆ʥ̯ʔ̇ɾ᎝ௐ̯ ʥ and of the Company are set out in Consolidated Statement ofٲ଱59ࠒʑɾ၃΋ᚬऩᛰ৽ం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) ݅Ꮊι໎ԑᐢ຤ଉ 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 ofڬ๑̯ʔ̇ɾʔ̇ୂᓱ௃ೡୀܘ ஃցc݅Ꮊιͱ́dሲࡼक़ͱ́ʥ˔݅޻᎘ Association, Mr CHA Mou Zing Victor, Mr CHENG Kar Shun Henry ɤɡ඘ረ࢐ঽͨc੹֤೩΋ଲ༅ࣟ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 ࠗಋጙพਝ჌එ྆τࠉʔ̇ 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 ላ᎛ɾੱؗɎؒցላ᎛৖̯̔ͅඑ྆ୄ˅ 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࿀ϭ඘ረ࢐ঽͨڬᓱ௃ೡୀୂ̇ .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) ͱ́ϬȹȾɄȾα঴ݯ̯ʔ̇ɾ௚ Founder and chairman of the Company since 1989, Mr CHA݅ พೕࢄʿࠍ has over 25 years’ experience in property development andذፒɁʥ˚࢐e݅ͱ́Ε ዶ༩25α຤᛻cΕ॒ᓱɮพʿࠍҡዶ more than 65 years’ experience in the textile industry. He is ༩65α຤᛻cԎᏵཕ઒ɮਆဳଉነ࿘ an Honorary Doctor of Business Administration and an .ผޫነ࿘ᙷ௟ɡነϽe Honorary Doctor of Social Scienceمᙷ௟ɡʥ ݅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 ܧࠍዶ༩30α຤᛻e֤ଊͨɻਝɁ̵ ؝ԾਆผᘪͲਝկࡗผɾկࡗe݅Ꮊ the Chinese People’s Political Consultative Conference. He .ᐰͱ́ݯ݅Ꮬ̵ͱ́ɾԫɥe is a son of Mr CHA Chi Ming ݅Ꮊιc໎ԑᐢ຤ଉ53ั CHA Mou Zing Victor, Managing Director (Age 53) ͱ́ϬȹȾɄȾα঴Ᏽկͨݯ̯ʔ 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 Ltdɾ໎ԑᐢ຤ଉʥ ɀཌྷཌྷȹαȾ˂Ᏽկͨݯ̯ʔ̇ɾ໎ for the overall and day to day management of the Group. He ԑᐢ຤ଉe݅ͱ߲́ஐ̯එ྆พ৻ɾ has been involved in the textile manufacturing and real estate ኬ᛽ʥˀ੒ဳଉɮАeԯ਄ၤ॒ᓱႇ 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) ͱ́ϬȹȾɄȾα঴Ᏽկͨݯ໎ Director since 1989, Mr CHA has over 25 years’ of݅ ӱʥԓݘ੣ԑҙ༅ဳ investment management experience in Silicon Valley andلԑe֤Ε޻ਝ ଉพ৻ዶ༩25α຤᛻e݅ͱ́͛ݯThe 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 sonڈ਄ၤΛࡼ .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 ɮೡ࢑ነผɾผࡗc͛ܰዌݘผ߮ 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) ᒉͱ́ϬȹȾȾ̒α঴Ᏽկͨݯ໎ 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 ᒉͱ́ݯȹΊਨพผ߮࢑c͛ܰࠗಋ accountant and a member of the Hong Kong Society of ল৻ဳଉʥࠗ Accountants. He has over 25 years’ experience in financialכผ߮࢑ʔผผࡗe֤ .พೕࢄዶ༩25α຤᛻e management and property development in Hong Kongذಋɾ Є݇߱56ั HO Pak Ching Loretta (Age 56) ЄɤɡϬȹȾȾ̒α঴Ᏽկͨe֤߲ Director since 1994, Ms HO is responsible for the Group’s ஐ̯එ྆ɾָΔଐพ৻eЄɤɡݯߜ real estate business. She is a fellow of the Chartered ਝऋஈ۰Χ຤ଉነผࠗಋʗผɾผ Institute of Housing, Hong Kong Branch. She has over 30 .พೕࢄʿࠍዶ༩30α຤ years’ experience in property developmentذכࡗe֤ ᛻e 34 ࠗಋጙพਝ჌එ྆τࠉʔ̇ 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) ɤɡϬȹȾɄȾα঴Ᏽկͨe֤͛ 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 andמࠗಋᐲ΋͚כܢ˳ɾ໎ԑcԯɻ τࠉʔ̇ɐ̟ɾ࿵ਝສพτࠉʔ̇ʥ 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) -ࡧͱ́ϬȹȾɄȾα঴Ᏽկͨݯ໎ Director since 1989 and appointed as an independent non ԑcԎͅȹȾȾ̒α঴Ᏽկͨݯዟ͓ executive director in 1994, Mr ARCULLI is the managing ࢑ԑ partner of Arculli and Associates, a firm of solicitors in Hong܁ਨϷ໎ԑeࡧͱ́ݯࡧԙଉڈ ৻ֺɾ༅૯΋͟Ɂc͛ኪͨΛࡼࠗಋ Kong, and a director of several public listed and private ʥͲଈʔଠɐ̟ʥӝɁʔ̇ɾ໎ԑe companies in Hong Kong and worldwide. ሲࡼक़56ั CHENG Kar Shun Henry (Age 56) -ሲͱ́ϬȹȾɄȾα঴Ᏽկͨݯ໎ Director since 1989 and appointed as an independent non ԑcԎͅȹȾȾ̒α঴Ᏽկͨݯዟ͓ executive director in 1994, Mr CHENG is the managing ೕࢄτ director of New World Development Company Limited and aވ˖ਨϷ໎ԑeሲͱ́ݯณڈ ࠉʔ̇ɾ໎ԑᐢ຤ଉc࠹ͨࠗ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 එ྆ผֺဳଉޫᐢ຤ଉeBROWNͱ́ Group’s recreation division.