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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
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