Annual Report 2011 年報 - Neo-Neon LED Lighting International Ltd

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Directors’ Report PRE-EMPTIVE RIGHTS There are no pre-emptive rights under the Company’s articles of association or the laws of the Cayman Islands, which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders. DIRECTORS The Directors of the Company during the period and up to the date of this report are: Executive Directors Mr. Ben FAN (Chairman) Ms. Michelle WONG Mr. FAN Pong Yang Non-Executive Directors Mr. LEUNG Wai Chuen (resigned on 30th September 2010) Independent non-executive Directors Mr. WU Tak Lung Mr. ZHAO Shan Xiang Mr. WENG Shih Yuan In accordance with Article 87(1) of the Company’s articles of association (the “Articles”), Mr. Ben FAN, Mr. WENG Shih Yuan, Mr. ZHAO Shan Xiang and Mr. WU Tak Lung will retire at the forthcoming annual general meeting and, being eligible, will offer themselves for re-election. Details of these Directors, which are required to be disclosed pursuant to Rules 13.51(2) and 13.74 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), are set out in the circular of the Company, sent to Shareholders together with the 2011 Annual Report relating to, inter alia, reelection of Directors. DIRECTORS’ SERVICE CONTRACTS Each of Mr. Ben FAN, Ms. Michelle WONG and Mr. FAN Pong Yang has entered into a service contract with the Company for an initial term of three years commencing from the date (the “Commencement Date”) on which dealings in the shares of the Company (the “Shares”) commences on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Such contracts will continue thereafter provided that either the Company or the relevant executive Director may, after one year of the Commencement Date, terminate the appointment of the relevant executive Director by giving to the other party not less than three months’ written notice of termination or by payment in lieu of such notice. Mr. WU Tak Lung has entered into a letter of appointment with the Company for a term of three years commencing on the Commencement Date and may be terminated by either party by giving two months’ written notice. ANNUAL REPORT 2011 23
Directors’ Report Mr. ZHAO Shan Xiang has entered into a letter of appointment with the Company. Under the appointment letter with the Company, Mr. ZHAO’s appointment will automatically terminate when he reaches his 65th birthday. Mr. ZHAO will retire at the forthcoming annual general meeting and being eligible, will offer himself for re-election of one year contract of service with the Company. Mr. WENG Shih Yuan has not entered into any service contract with the Company. There is no fixed term on proposed length of service except that he is subject to retirement by rotation and re-election in accordance with the Company’s Articles of Association and the Listing Rules. Save as disclosed above, none of the Directors has a contract of service with the Company or any of its subsidiaries not determinable by the employing company within one year without payment of compensation (except for statutory compensation). The remuneration of senior management of the Company is aimed at attracting, motivating and retaining high-calibre individuals in a competitive market. The emoluments of the Directors are determined in accordance with this policy. Every year, the Company received from each of the independent non-executive Directors a confirmation of his independence and the Company considers all of them to be independent. DIRECTORS’ INTERESTS IN CONTRACTS There were no contract of significance in relation to the Group’s business to which the Company or any of subsidiaries and fellow subsidiaries was a party and in which a Director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. DIRECTORS’ RIGHTS TO ACQUIRE SHARES At no time during the period was the Company or any of its subsidiaries a party to any arrangement whose object are to enable a Director of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than under the share option scheme of the Company. As at 31st March 2011, the number of outstanding option shares granted by the Company under the share option scheme to Directors to subscribe for shares of the Company, as recorded in the register required to be kept under Section 352 of the Securities and Futures Ordinance (the “SFO”) or otherwise notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”), is set out in the section headed “Share Option Scheme” of this report. DIRECTORS’ INTERESTS IN COMPETING BUSINESS None of the Directors hold any interests in any competing business against the Company or any of its jointly controlled entities and subsidiaries for the year ended 31st March 2011. 24 NEO-NEON HOLDINGS LIMITED
Page 2 and 3: Contents Corporate Information 4 Ch
Page 4 and 5: 4lnternational Merged In Year 2010,
Page 6 and 7: Chairman’s Statement Dear Shareho
Page 8 and 9: Chairman’s Statement We are confi
Page 10 and 11: Directors, and Senior Management Pr
Page 12 and 13: Directors, and Senior Management Pr
Page 14 and 15: Management Discussion And Analysis
Page 26 and 27: Directors’ Report DIRECTORS AND C
Page 28 and 29: Directors’ Report CONNECTED TRANS
Page 30 and 31: Directors’ Report The weighted av
Page 32 and 33: Directors’ Report EMPLOYEES The t
Page 34 and 35: Corporate Governance Report Chairma
Page 36 and 37: Corporate Governance Report Minutes
Page 38 and 39: Corporate Governance Report III. Em
Page 40 and 41: INDEPENDENt AuDItor’S rEPort TO T
Page 42 and 43: CoNSoLIDAtED StAtEMENt of CoMPrEHEN
Page 44 and 45: CoNSoLIDAtED StAtEMENt of fINANCIAL
Page 46 and 47: CoNSoLIDAtED StAtEMENt of CASH fLoW
Page 48 and 49: NotES to tHE CoNSoLIDAtED fINANCIAL
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NotES to tHE CoNSoLIDAtED fINANCIAL
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Annual Report 2011 年報 - Neo-Neon LED Lighting International Ltd