Interim Report 2000
 

 

Financials

Compliance with Code of Best Practice

None of the Directors of the Company is aware of any information which would reasonably indicate that the Company was not in compliance with the Code of Best Practice, as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, at any time during the six months ended June 30, 2000. Nevertheless, the matter regarding the sale by the Group of a 39.91% effective interest in City Super Limited as announced on June 29, 2000, being a matter involving conflict of interest for the Company's substantial shareholder, namely, Wheelock and Company Limited, a subsidiary of which is the counter-party, i.e. the buyer, in relation to such a transaction, was not approved by a meeting of the Company's Directors in accordance with the provisions of paragraph 11 of the above mentioned Code of Best Practice, but instead was duly approved by Resolutions in Writing of the Directors of the Company (which are technically as valid as and equivalent to resolutions passed at a Directors' Meeting).

Directors' Interests in Shares

At June 30, 2000, Directors of the Company had the following beneficial interests in the securities of the Company and of two subsidiaries of the Company, namely, i-CABLE Communications Limited ("i-CABLE") and Wharf International Finance Limited ("Wharf International Finance"):-

 
Quantity Held
Nature of Interest
The Company - Ordinary Shares
Mr Gonzaga W J Li
686,549
Personal Interest
Mr Robert H Burns
17,000
Personal Interest
Mr Stephen T H Ng
230,057
Personal Interest
Mr T Y Ng
128,016
Personal Interest
 
i-CABLE - Ordinary Shares
Mr John T Hung
20,000
Personal Interest
Mr Stephen T H Ng
750,000
Personal Interest
     
Wharf International Finance Limited
- US$ Guaranteed Series A Notes Due 2007
Mr Ian H Melrose
US$300,000
Personal Interest
     

As at June 30, 2000, Directors of the Company had the following personal interests in options to subscribe for shares of the Company granted under the Executive Share Incentive Scheme of the Company (the "Scheme"):-

Name of Directors
ordinary
No. of shares
Date granted
Period during which rights exercisable (Day / Month / Year)
Price per share to be paid on exercise of option
Consideration paid for the options granted
             
Mr. Gonzaga W J Li:
(I)
210,000
June 22, 1993
17/6/1997 to 16/6/2003
HK$ 19.00
HK$1
             
Mr Quinn Y K Law:
(I)
100,000
June 22, 1993
17/6/1996 to 16/6/2003
HK$ 19.00
HK$1
             
Mr. Stephen T H Ng:
(i)
200,000
Aug 13, 1991
13/8/1994 to 12/8/2001
HK$ 9.50
HK$1
 
(ii)
500,000
Apr 16, 1992
13/4/1995 to 12/4/2002
HK$ 12.00
HK$1
 
(iii)
200,000
June 22, 1993
17/6/1996 to 16/6/2003
HK$ 19.00
HK$1
             
Mr T Y Ng:
(I)
250,000
Apr 16, 1992
13/4/1995 to 12/4/2002
HK$ 12.00
HK$1
 
(ii)
100,000
June 22, 1993
17/6/1996 to 16/6/2003
HK$ 19.00
HK$1

During the period under review, Mr Stephen T H Ng exercised his option under the Scheme to subscribe for a total of 50,000 ordinary shares of the Company at an exercise price of HK$7.60 per share.

Save as disclosed above:

(i) there were no interests held as at June 30, 2000 by any Directors and Chief Executive of the Company in securities of the Company and its associated corporations (within the meaning of the Securities (Disclosure of Interests) Ordinance (the "SDI Ordinance")), and
   
(ii) during the financial period, there existed no rights to subscribe for equity or debt securities of the Company which were held by any Directors or Chief Executive of the Company or any of their spouses or children under 18 years of age nor had there been any exercises of any such rights by any of them,

as recorded in the register kept by the Company under section 29 of the SDI Ordinance.

Substantial Shareholders' Interests

Given below are the names of all parties which were, directly or indirectly, interested in 10 per cent or more of the nominal value of the share capital of the Company and the respective relevant numbers of shares in which they were, and/or were deemed to be, interested as at June 30, 2000 as recorded in the register kept by the Company under section 16(1) of the SDI Ordinance:

  Names
No. of Ordinary Shares
(i) Deakin Limited
295,360343
(ii) Diplock Holdings Limited
633,227,925
(iii) WF Investment Partners Limited
1,071,455,244
(iv) Wheelock and Company Limited
1,233,143,559
(v) Bermuda Trust (Guernsey) Limited
1,233,143,559

Note:
For the avoidance of doubts and double counting, it should be noted that duplication occurs in respect of all of the above-stated shareholdings to the extent that the shareholdings stated against parties (i) and (ii) above are entirely duplicated or included in the shareholdings stated against party (iii) above, with the same duplication of the shareholdings in respect of (iii) in (iv) and (iv) in (v); all of the abovenamed parties were deemed to be interested in the relevant shareholdings under the SDI Ordinance as at June 30, 2000.

Purchase, Sale or Redemption of Shares

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Companyˇ¦s listed securities during the financial period under review.

Book Closure

The Register of Members will be closed from Tuesday, October 17, 2000 to Friday, October 20, 2000, both days inclusive, during which period no transfer of shares can be registered. In order to qualify for the interim dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Companyˇ¦s Share Registrars, Tengis Limited, at 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong, not later than 4:00 p.m. on Monday, October 16, 2000.

By Order of the Board
Wilson W S Chan
Secretary

Hong Kong, August 31, 2000