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

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Directors’ Report EMPLOYEES The total number of employees of the Group was approximately 9,200 as at 31st March 2011. The remuneration of each employee of the Group is determined on the basis of his or her performance and responsibility. The Group provides education allowances to all the employees. CORPORATE GOVERNANCE Details of corporate governance are set out in the section headed “Corporate Governance Report” on pages 32 to 38 of this annual report. POST BALANCE SHEET EVENTS There are no material subsequent events after the balance sheet date. AUDITOR Deloitte Touche Tohmatsu will retire and will seek for re-election at the forthcoming annual general meeting. On behalf of the Board Ben FAN Chairman Hong Kong, 29 June 2011 ANNUAL REPORT 2011 31
Corporate Governance Report CORPORATE GOVERNANCE PRACTICES The Company is committed in maintaining high standards of corporate governance (“CG”). The Board believes that commitment in CG practices will definitely add value to the Company’s shareholders in long term. The Company has applied the principles and complied with all the applicable code provisions of the Code on Corporate Governance Practices (“CCGP”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) for the year ended 31st March 2011 (“FY2011”). CODE OF CONDUCT REGARDING SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules as the code of conduct regarding securities transactions by Directors of the Company. Following specific enquiry by the Company, all the Directors have confirmed in writing that they have complied with the required standard as set out in the code of conduct during FY2011. THE BOARD Board Composition As at the date of this report, the Board has three executive Directors (“ED”) and three independent non-executive Directors (“INED”), as shown on page 4 of this annual report. Biographies of the Company’s Directors are shown on pages 9 to 10 of this annual report. INEDs ensure the Board accounts for the interest of all shareholders and subject matters are considered objectively. The Board has received from each INED an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Board considers all of the INEDs to be independent. INEDs has accounted for 50% of the full Board. The Board focuses on the overall strategic development of the Group, also monitoring the financial performance and the internal controls of the Group. With a wide range of expertise and a balance of skills, the INEDs bring independent judgment on issues of strategic direction, development, performance and risk management through their contribution at Board meetings and committee work. To the best knowledge of the Directors, there is no financial, business and family relationship among members of the Board except that Ms. Michelle WONG is the spouse of Mr. Ben FAN and Mr. FAN Pong Yang is the younger brother of Mr. Ben FAN. 32 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 24 and 25: Directors’ Report PRE-EMPTIVE RIG
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 34 and 35: Corporate Governance Report Chairma
Page 36 and 37: Corporate Governance Report Minutes
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Page 40 and 41: INDEPENDENt AuDItor’S rEPort TO T
Page 42 and 43: CoNSoLIDAtED StAtEMENt of CoMPrEHEN
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Page 46 and 47: CoNSoLIDAtED StAtEMENt of CASH fLoW
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Annual Report 2011 年報 - Neo-Neon LED Lighting International Ltd