2011 Annual Report - TOM Group

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26 CORPORATE GOVERNANCE REPORT The latest shareholders’ meeting of the Company was the 2011 AGM which was held on 16 May 2011 at Harbour Grand Kowloon, Hung Hom, Kowloon, Hong Kong attended by external auditor and certain Directors including the Chairman of the Board, Chairman of the Remuneration Committee and Chairman of the Audit Committee. Resolutions were proposed at that meeting on each substantive issue and the percentage of votes cast in favour of such resolutions as disclosed in the announcement of the Company dated 16 May 2011 are set out below: ORDINARY RESOLUTIONS 1. To receive and consider the audited financial statements and the reports of the directors and the auditor for the year ended 31 December 2010. Number of Votes (Approx. %) For (99.996649%) 2. (a) To re-elect Mr. Yeung Kwok Mung as a director. (99.973938%) (b) To re-elect Mr. Edmond Ip as a director. (96.351059%) (c) To re-elect Mr. Henry Cheong as a director. (99.996277%) (d) To re-elect Mrs. Angelina Lee as a director. (99.788523%) 3. To re-appoint PricewaterhouseCoopers as the auditor and authorise the board of directors to fix their remuneration. 4. To grant a general mandate to the directors to allot, issue and deal with additional shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this resolution. 5. To grant a general mandate to the directors to repurchase shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this resolution. 6. To extend the general mandate granted to the directors to allot, issue and deal with additional shares by the amount representing the aggregate nominal amount of the issued share capital of the Company repurchased by the Company. (99.997096%) (96.503444%) (99.996351%) (96.503392%) By order of the Board Angela Mak Company Secretary Hong Kong, 26 March 2012 TOM Group Limited
REPORT OF THE DIRECTORS The Directors have pleasure in submitting their report together with the audited financial statements for the year ended 31 December 2011. Principal activities and geographical analysis of operations The principal activity of the Company is investment holding. The activities of its principal subsidiaries, jointly controlled entities and associated companies are set out on pages 124 to 128. An analysis of the Group’s performance for the year by operating and geographical segments is set out in note 4 to the financial statements. Results and appropriations The results for the year are set out in the consolidated income statement on page 44. The Directors do not recommend the payment of a dividend. Reserves As at 31 December 2011, the Company’s reserves available for distribution calculated under the Companies Law of the Cayman Islands totalled HK$895,696,000, which comprised share premium account and contributed surplus, less accumulated losses. Details of the movements in the reserves of the Group and the Company during the year are set out in consolidated statement of changes in equity and note 35 to the financial statements. Fixed assets Details of the movements in fixed assets of the Group are set out in note 14 to the financial statements. Share capital and share options Details of the movements in share capital and share options of the Company are set out in notes 33 and 34 to the financial statements respectively. Annual Report 2011 27
Page 2 and 3: CONTENTS CONTENTS 19 11 21 11 47 37
Page 4 and 5: 2 CORPORATE PROFILE TOM Group Limit
Page 6 and 7: 4 FINANCIAL HIGHLIGHTS For the year
Page 8 and 9: 6 MANAGEMENT’S DISCUSSION AND ANA
Page 10 and 11: 8 MANAGEMENT’S DISCUSSION AND ANA
Page 12 and 13: 10 MANAGEMENT’S DISCUSSION AND AN
Page 14 and 15: 12 DIRECTORS’ PROFILE Ip Tak Chue
Page 16 and 17: 14 CORPORATE GOVERNANCE REPORT The
Page 20 and 21: 18 CORPORATE GOVERNANCE REPORT Upon
Page 26 and 27: 24 CORPORATE GOVERNANCE REPORT Corp
Page 30 and 31: 28 REPORT OF THE DIRECTORS Director
Page 32 and 33: 30 REPORT OF THE DIRECTORS (e) (f)
Page 34 and 35: 32 REPORT OF THE DIRECTORS Director
Page 36 and 37: 34 REPORT OF THE DIRECTORS Interest
Page 38 and 39: 36 REPORT OF THE DIRECTORS Li Ka-Sh
Page 40 and 41: 38 REPORT OF THE DIRECTORS (d) (e)
Page 42 and 43: 40 REPORT OF THE DIRECTORS During t
Page 44 and 45: 42 INDEPENDENT AUDITOR’S REPORT I
Page 46 and 47: 44 CONSOLIDATED INCOME STATEMENT Fo
Page 48 and 49: 46 CONSOLIDATED STATEMENT OF FINANC
Page 50 and 51: 48 STATEMENT OF FINANCIAL POSITION
Page 52 and 53: 50 CONSOLIDATED STATEMENT OF CHANGE
Page 54 and 55: 52 NOTES TO THE CONSOLIDATED FINANC
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100 NOTES TO THE CONSOLIDATED FINAN
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124 PRINCIPAL SUBSIDIARIES, JOINTLY
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2011 Annual Report - TOM Group

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