Annual Report 2009 - Greentown China Holdings Limited

Report of the Directors
The Company has received, from each of the Independent
Non-Executive Directors, an annual confirmation of his
independence pursuant to Rule 3.13 of the Listing Rules.
The Company considers all of the Independent Non-
Executive Directors are independent.
Directors’ Service Contracts
Each of the Executive Directors has entered into a service
contract with the Company for a term of three years,
determinable by either party by giving not less than three
months’ prior notice in writing.
Each of the Independent Non-Executive Directors has
been appointed by the Company for a term of one year.
Apart from the foregoing, no Director proposed for reelection
at the AGM has a service contract with the
Company which is not determinable by the Company
within one year without payment of compensation, other
than statutory compensation.
Directors’ and Chief Executive’s Interests
in Securities
As at 31 December 2009, the interests and short positions
of Directors and Chief Executive of the Company and their
associates in the shares, underlying shares and debentures
of the Company and its associated corporations, as
recorded in the register maintained by the Company
pursuant to Section 352 of the Securities and Futures
Ordinance (the “SFO”), or as otherwise notified to the
Company and the Stock Exchange pursuant to the Model
Code for Securities Transactions by Directors of Listed
Issuers, were as follows:
Long positions in Shares and underlying Shares of the Company
Name of Director
Personal
interests
in Shares
Personal
interests
in underlying
Shares
(Share options
granted to
the Directors)
Mr SONG Weiping _ 1,089,000 (L)
(note 2)
Mr SHOU Bainian – 609,000 (L)
(note 4)
Mr LUO Zhaoming _ 15,000,000 (L)
(note 6)
Mr CHEN Shunhua
376,500 (L)
(note 8)
376,500 (L)
(note 8)
Mr GUO Jiafeng – 576,000 (L)
(note 9)
Family
interests
68,859,000 (L)
(note 3)
Corporate
interests
492,124,000 (L)
(note 3)
– 384,490,500 (L)
(note 5)
– 100,000,000 (L)
(note 7)
Other
interests
Number of
Shares and
underlying
Shares held
(note 1)
Approximate
interests
percentage in
the Company
– 562,072,000 (L) 34.23%
– 385,099,500 (L) 23.46%
– 115,000,000 (L) 7.00%
– – – 753,000 (L) 0.05%
– – – 576,000 (L) 0.04%
Notes:
(1) The letter “L” denotes the person’s long position in such securities.
(2) Pursuant to the share option scheme adopted by a resolution of the shareholders of the Company on 22 June 2006 (the “Share
Option Scheme”), 1,089,000 share options were granted to Mr SONG Weiping on 22 January 2009 and are exercisable at
HK$2.89 per share from 22 January 2009 to 21 January 2019.
(3) Included deemed interests in 392,124,000(L) Shares held via a controlled corporation, Delta House Limited and 100,000,000(L)
Shares held via a controlled corporation of Mr SONG Weiping, Hong Kong Orange Osmanthus Foundation Limited and deemed
interest in 68,859,000(L) Shares held by Wisearn Limited, a controlled corporation owned by his spouse, Ms XIA Yibo.
Greentown China Holdings Limited Annual Report 2009 75