Annual Report 2012 - HKExnews

More documents

Recommendations

Info

Corporate Governance Report (Continued) Changes in Constitutional Documents During the year, there are no changes in the constitutional documents of the Company. Shareholders’ Rights The Way by Which Shareholders Can Convene Extraordinary General Meeting (“EGM”)/Put Forward Proposal According to the Articles of Association of the Company, any one or more shareholders of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Company Secretary, to require an EGM to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company. And, if a shareholder wishes to propose a person other than a Director retiring for election as a Director at an AGM, the shareholder should deposit a written notice of nomination at the head office of the Company or at the office of the Company’s Branch Share Registrar within 7-day period commencing from the day after the dispatch of the AGM notice (or such other period as may be determined and announced by the Director from time to time). The relevant procedures are set out in the circular to the shareholders which is sent together with this annual report. The Procedures for Sending Enquiries to the Board Specific enquiries from shareholders to the Board can be sent in writing to the Company at our head office in Hong Kong or by email through InvestorRelations@focusmedia.tv stated on the Company’s website. Communication with Shareholders Save as mentioned under the sub-heading “The Procedures for Sending Enquiries to the Board” above, in order to provide more relevant information to our shareholders, the Company has published all corporate information, news and events about the Group on its website for easy access by the shareholders. Hong Kong, 19 March 2013 38 FOCUS MEDIA NETWORK LIMITED Annual Report 2012
Report of the Directors The directors of the Company (the “Directors”) have pleasure in presenting their annual report together with the audited consolidated financial statements of the Company and its subsidiaries (collectively, the “Group”) for the year ended 31 December 2012 (the “Consolidated Financial Statements”). Principal Activities The principal activity of the Company is investment holding and those of the principal subsidiaries of the Company are set out in note 26 to the Consolidated Financial Statements. Results and Appropriations The results of the Group for the year ended 31 December 2012 and the state of affairs of the Group as at 31 December 2012 are set out in the Consolidated Financial Statements on pages 53 to 96. The Directors do not recommend the payment of final dividend for the year ended 31 December 2012 (2011: Nil). Four Years Financial Summary A summary of the results and assets and liabilities of the Group for the last four financial years is set out on page 8. This summary does not form part of the Consolidated Financial Statements. Share Capital Details of movements in share capital of the Company during the year are set out in note 17 to the Consolidated Financial Statements. Reserves Details of movements in reserves of the Group and the Company during the year are set out in the consolidated statement of changes in equity and in note 17 to the Consolidated Financial Statements respectively. Distributable Reserves As at 31 December 2012, the Company’s reserves available for distribution, calculated in accordance with the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, amounted to approximately HK$264,854,000. FOCUS MEDIA NETWORK LIMITED Annual Report 2012 39
Page 2 and 3: Characteristics of the Growth Enter
Page 4 and 5: Corporate Information Board of Dire
Page 6 and 7: Chairman’s Statement (Continued)
Page 8 and 9: Chairman’s Statement (Continued)
Page 10 and 11: Financial Highlights & Summary Fina
Page 12 and 13: Management Discussion and Analysis
Page 20 and 21: Comparison Between Future Plans and
Page 22 and 23: Use of Proceeds The Company was inc
Page 24 and 25: Directors and Senior Management Pro
Page 32 and 33: Corporate Governance Report (Contin
Page 42 and 43: Report of the Directors (Continued)
Page 54 and 55: Independent Auditor’s Report (Con
Page 56 and 57: Consolidated Statement of Financial
Page 58 and 59: Statement of Financial Position As
Page 60 and 61: Consolidated Statement of Changes i
Page 62 and 63: Notes to the Consolidated Financial
Page 90 and 91:
Notes to the Consolidated Financial
Page 92 and 93:
Page 94 and 95:
Page 96 and 97:
Page 98:
show all

Annual Report 2012 - HKExnews

Create successful ePaper yourself

Delete template?

Save as template?