Annual Report 2009 - Greentown China Holdings Limited

Report of the
Directors
(c)
entered into in accordance with the relevant
agreements governing them.
The auditors of the Company have reviewed the
transactions contemplated under the Trademarks
License Agreement and the Renewed Continuing
Connected Transaction Agreements and confirmed
to the Company that they:
(a)
(b)
(c)
(d)
have been approved by the Board;
are in accordance with the pricing
policies set out in note 39(i) to the audited
consolidated financial statements of the
Company;
have been entered into in accordance with
the relevant agreements governing the
transactions; and
have not exceeded the caps as disclosed
in the Prospectus or the announcements
of the Company made in respect of those
transactions.
In the opinion of the Directors, all the above transactions
have been entered into in the ordinary course of
the Group’s business and are conducted on normal
commercial terms and are fair and reasonable and in the
interest of the Company’s shareholders as a whole.
Directors’ Interests In Competing
Business
During the year and up to the date of this report, except
disclosed below, none of the directors is considered to
have interest in a business which competes or is likely to
compete, either directly or indirectly, with the business of
the Group, as defined in the Listing Rules.
Greentown Holdings Group Limited is engaged in
various lines of businesses, including certain property
development and sale.
On 22 June 2006, Mr SONG Weiping, Mr SHOU Bainan, Ms
XIA Yibo and Greentown Holdings Group Limited entered
into a deed of non-competition (the “Deed of Non-
Competition”) with the Company to undertake that they
will not, and shall procure their controlled affiliates (other
than subsidiaries and associates of the Company) not to
engage in any property development business (except
for hotel development and property management) in the
PRC, provided that Greentown Holdings Group Limited
may continue with the development and sale of the eight
property projects (the “Non-inclusion Projects”). Pursuant
to the Deed of Non-Competition, Greentown Holdings
Group Limited granted an option to the Company to
acquire the Non-inclusion Projects. Details of the terms
of the Deed of Non-Competition are described in the
“Business Section” of the Company’s Prospectus.
Pursuant to the ordinary resolutions passed at the
Extraordinary General Meeting held on 26 March 2007,
three out of eight Non-inclusion Projects were acquired by
the Company. During the year ended 31 December 2007,
Greentown Holdings Group Limited disposed one Noninclusion
Project to an independent third party. As at 31
December 2009, there are still four Non-inclusion Projects
pursuant to the Deed of Non-Competition.
Mr Luo Zhaoming was appointed as an executive director
and the vice chairman of the Company on 17 July 2009.
As at the date of his appointment, Mr Luo was a director
and the vice chairman of Hang Zhou Yuan Yang Lai Fu
Real Estate Development Company Limited* (
), Hangzhou Yuanyang Yunhe
Commercial District Development Company Limited* (
), Hangzhou Yuanyang
Xinhe Hotel Property Company Limited* (
) and Hangzhou Yuanyang Tianqi
Property Company Limited* ().
Each of these companies is a company incorporated in the
PRC that principally carries on the business of property
development. On 20 January 2010, Mr Luo ceased to be a
director and vice chairman of Hangzhou Yuanyang Yunhe
Commercial District Development Company Limited* (
), Hangzhou Yuanyang
Xinhe Hotel Property Company Limited* (
) and Hangzhou Yuanyang Tianqi
Property Company Limited* (
). As at the date of this report, Mr Luo remains to be a
director and the vice chairman of Hang Zhou Yuan Yang
Lai Fu Real Estate Development Company Limited* (
).
As at the date of appointment of Mr Luo on 17 July 2009,
through companies controlled by him, Mr Luo indirectly
held 30% equity interest in each of Hangzhou Yuanyang
Yunhe Commercial District Development Company
Limited* (), Hangzhou
Yuanyang Xinhe Hotel Property Company Limited* (
) and Hangzhou Yuanyang
Tianqi Property Company Limited* (
). On 18 January 2010, such equity interest
was transferred to another subsidiary of Sino-Ocean
Land Holdings Limited, a company listed on the Stock
Exchange. As at the date of this report, Mr Luo does not
directly or indirectly hold any equity interest in these
companies.
92
Greentown China Holdings Limited Annual Report 2009