Annual Report 2011 - Goodbaby International Holdings Limited

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The number of shares issued and to be issued in respect of options granted and may be granted to any individual in any 12-month period is not permitted to exceed 1% of the total shares of the Company in issue, without prior approval from the shareholders of the Company and with such participants and his associates abstaining from voting. The amount payable on acceptance of an option is HK$1.00, which will be payable on or before a prescribed acceptance date. In relation to any options granted under the Share Option Scheme, the exercise price is determined by the Directors, and will not be less than the higher of (i) the closing price of the Company’s shares on the date of grant; (ii) the average closing price of the shares for the five business days immediately preceding the date of grant; and (iii) the nominal value of the Company’s share. The Share Option Scheme does not contain any minimum period for which an option must be held before it can be exercised. However, at the time of granting of the options, the Board may specify any such minimum period. Unless otherwise terminated by the Board or the shareholders in general meeting in accordance with the terms of the Share Option Scheme, the Scheme shall be valid and effective for a period of 10 years from the date of its adoption which was 5 November 2010, after which no further options will be granted or offered but the provisions of the Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any subsisting options granted prior to the expiry of the 10-year period or otherwise as may be required in accordance with the provisions of the Share Option Scheme. gb international ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES At no time during the year was the Company, its holding companies or any of its subsidiaries a party to any arrangement to enable the Directors to acquire benefits by means of the acquisition of shares in, or debt securities including debentures of, the Company or any other body corporate. INTEREST AND SHORT POSITIONS OF DIRECTORS IN THE SHARES, UNDERLYING SHARES OR DEBENTURES As at 31 December 2011, the interest or short positions of the Directors or chief executives of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short positions which they were taken or deemed to have under such provisions of the SFO) or which would be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which would be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, are as follows:
Directors’ Interest in the Shares / 55 Approximate Number of percentage of Name of Director Nature of Interest Shares Shareholding Mr. Song Zhenghuan (Note 2) Beneficiary of a trust 259,000,000 (L) 25.9% Notes: (1) The letter “L” denotes the person’s long position in such shares. (2) Mr. Song is a discretionary beneficiary of a trust of which Credit Suisse Trust Limited is the trustee. See note 2 of the section headed “Substantial Shareholders’ Interests and Short Positions” for further details of this interest. SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS As at 31 December 2011, the following persons (other than the Directors and chief executives of the Company) had or deemed or taken to have an interest and/or short position in the shares or the underlying shares which would fall to be disclosed under the provisions of Division 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company under section 336 of SFO, or who was, directly or indirectly, interested in 5% or more of the issued share capital of the Company: Number of Percentage of Name Capacity Shares Shareholding Pacific United Developments Limited Beneficial owner 259,000,000 (L) 25.9% Cayey Enterprises Interest of controlled 259,000,000 (L) 25.9% Limited (Note 2) corporation Credit Suisse Trust Limited (Note 2) Trustee 259,000,000 (L) 25.9% Grappa Holdings Interest of controlled 259,000,000 (L) 25.9% Limited (Note 2) corporation Seletar Limited (Note 2) Interest of controlled corporation 259,000,000 (L) 25.9% Serangoon Limited (Note 2) Interest of controlled corporation 259,000,000 (L) 25.9% Ms. Fu Jingqiu (Note 2) Settlor/beneficiary of a trust 259,000,000 (L) 25.9%
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gbinternational.com.hk
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CORPORATE INFORMATION gb internatio
Page 6 and 7: CORPORATE INFORMATION DIRECTORS Exe
Page 9 and 10: 7 Chairman’s Statement
Page 11 and 12: Dear Shareholders, I wish to presen
Page 13: Looking forward, the Group will con
Page 16: OVERVIEW For the financial year end
Page 19 and 20: ) Our OBM model was systematically
Page 21 and 22: FINANCIAL REVIEW — CONTINUING OPE
Page 23 and 24: Cost of Sales, Gross Profit and Gro
Page 25 and 26: Income Tax Expense Our income tax e
Page 27: Pledge of Assets As at 31 December
Page 40 and 41: gb international
Page 42 and 43: The Board is pleased to present thi
Page 44 and 45: development efforts of the Company
Page 46 and 47: Specific enquiry has been made of a
Page 48 and 49: The key elements of the Group’s i
Page 50 and 51: gb international
Page 52: The Directors are pleased to presen
Page 55: pursuant to which each of the Coven
Page 61 and 62: During the year under review, the t
Page 63 and 64: DISCLOSURE UNDER RULE 13.20 OF THE
Page 65 and 66: INDEPENDENT AUDITORS’ REPORT We b
Page 67 and 68: CONSOLIDATED STATEMENT OF COMPREHEN
Page 69 and 70: CONSOLIDATED STATEMENT OF FINANCIAL
Page 71 and 72: CONSOLIDATED STATEMENT OF CASH FLOW
Page 73 and 74: STATEMENT OF FINANCIAL POSITION 31
Page 75 and 76: NOTES TO FINANCIAL STATEMENTS 31 De
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NOTES TO FINANCIAL STATEMENTS 31 De
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FINANCIAL SUMMARY ASSETS, LIABILITI
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gbinternational.com.hk
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Annual Report 2011 - Goodbaby International Holdings Limited

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