Annual Report 2003 - Clear Media

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REPORT OF THE DIRECTORS Summary Financial Information The following is a summary of the published combined results and of the assets, liabilities and minority interests of the Group prepared on the basis set out in the note below: Year ended 31 December 2003 HK$’000 2002 HK$’000 2001 HK$’000 2000 HK$’000 1999 HK$’000 RESULTS Turnover 488,175 426,916 355,004 260,038 169,782 Profit before tax 103,736 87,575 70,843 46,318 28,954 Tax (13,502) (8,772) (6,579) (2,433) – Minority interests (8,450) (7,697) (5,358) (2,195) (1,471) Net profit from ordinary activities attributable to shareholders 81,784 71,106 58,906 41,690 27,483 2003 HK$’000 2002 HK$’000 2001 HK$’000 2000 HK$’000 1999 HK$’000 ASSETS, LIABILITIES AND MINORITY INTERESTS Non-current assets 913,222 915,498 707,419 477,902 408,355 Current assets 710,832 609,554 1,139,174 403,779 327,859 Current liabilities (325,715) (299,270) (700,562) (515,494) (417,192) Non-current liabilities – (2,936) (15,165) (9,014) (5,110) Minority interests (9,966) (13,096) (1,058) (2,195) (1,471) 1,288,373 1,209,750 1,129,808 354,978 312,441 NOTE: The summary of the combined results of the Group for the two years ended 31 December 2000 and the combined balance sheets of the Group as at 31 December 1999 and 2000 have been extracted from the Company’s prospectus dated 10 December 2001. The results of the Group for the years ended 31 December 2002 and 2003 and its assets, liabilities and minority interests as at those dates are those set out on pages 61 to 89 of the financial statements, respectively, and are presented on the basis set out in note 3 to the financial statements. Fixed Assets and Concession Rights Details of movements in the fixed assets and concession rights of the Group for the year ended 31 December 2003 are set out in notes 13 and 15 to the financial statements, respectively. Share Capital and Share Options There were no movements in either the Company’s authorised or issued share capital during the year. Details of movements in the Company’s share options for the year ended 31 December 2003, together with the reasons therefor, and details of the Company’s share option schemes are set out in note 23 to the financial statements. Reserves Details of movements in the reserves of the Company and the Group during the year are set out in note 24 to the financial statements. Clear Media Limited Annual Report 2003 48
REPORT OF THE DIRECTORS Distributable Reserves As at 31 December 2003, the Company’s share premium, contributed surplus and retained profits accounts available for cash distribution and/or distribution in specie amounted to HK$1,099,596,000. In accordance with the Bermuda Companies Act 1981, the Company’s contributed surplus may be distributed in certain circumstances. Pre-emptive Rights There are no provisions for pre-emptive rights under the Company’s bye-laws or the laws of Bermuda, being the jurisdiction in which the Company was incorporated, which would oblige the Company to offer new shares on a pro rata basis to existing shareholders. Purchase, Redemption or Sale of Listed Securities of the Company The Company’s shares were listed on the Stock Exchange on 19 December 2001. Neither the Company, nor any of its subsidiaries, purchased, redeemed or sold any of the Company’s listed securities during the year and up to the date of this report. Charitable Contributions During the year, the Group did not make any charitable contributions (2002: Nil). Major Advertisers and Suppliers Sales to the Group’s five largest advertisers accounted for less than 30% of the Group’s turnover for the year. Payment to the Group's five largest suppliers who provides goods and services which are specific to the Group's business and which are required on a regular basis to enable the Group to continue to supply or service its customers; accounted for less than 30% of the Group's total payment to suppliers for the year. None of the directors or any of their associates, or any shareholders (which, to the best knowledge of the directors, own more than 5% of the Company’s issued share capital) had any beneficial interest in the Group’s five largest advertisers and/or suppliers. Connected Transactions The Group entered into the following continuing connected transactions during the year ended 31 December 2003 and a waiver was granted by the Stock Exchange from the connected transaction requirements under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange (the “Listing Rules”) in 2001: (a) The Group entered into a Framework Agreement (the “Framework Agreement”) with Hainan White Horse Advertising Company Limited (“Hainan White Horse”), a company established in the People’s Republic of China (the “PRC”) with a 20% shareholding in one of the Group’s subsidiaries, Hainan White Horse Advertising Media Investment Company Limited (the “WHA Joint Venture”) and Maintenance Services Agreements (the “Maintenance Services Agreements”) with 24 companies in which Mr. Han Zi Dian, a director of the Company, has an ability to exercise management influence (collectively referred to as the “White Horse Companies”). Under the Framework Agreement, Hainan White Horse has agreed to procure the White Horse Companies to perform cleaning, maintenance and other related services to the WHA Joint Venture. The Maintenance Services Agreements are for a fixed term of 10 years. The maintenance fees payable consist of a pre-determined base cost and an incentive payment which is based on the Group’s discretion and awarded to those White Horse Companies that meet certain quality and performance criteria set by the WHA Joint Venture. THE AGE OF CONSUMERS 49
Page 5 and 6: OUR GOAL IS TO BE THE BEST AND THE
Page 7 and 8: CORPORATE PROFILE Clear Media is th
Page 9 and 10: LETTER FROM THE CHAIRMAN Dear Fello
Page 11 and 12: INTERVIEW WITH THE CEO THE AGE OF C
Page 13 and 14: INTERVIEW WITH THE CEO Q: How did C
Page 15 and 16: INTERVIEW WITH THE CEO Q: What is t
Page 17 and 18: MANAGEMENT DISCUSSION AND ANALYSIS
Page 31 and 32: MOBILE Business professionals looki
Page 33 and 34: CORPORATE GOVERNANCE REPORT busines
Page 35 and 36: CORPORATE GOVERNANCE REPORT achieve
Page 37 and 38: CORPORATE GOVERNANCE REPORT Investo
Page 39 and 40: CORPORATE GOVERNANCE REPORT Media A
Page 41 and 42: SERVICE INDUSTRY Whatever you’re
Page 43 and 44: FAQ Q: How do you sustain profitabl
Page 45 and 46: THE POWER OF OUR NETWORK THE AGE OF
Page 47 and 48: BIOGRAPHIES OF DIRECTORS Teo Hong K
Page 49 and 50: BIOGRAPHIES OF DIRECTORS Pedro Man
Page 51: REPORT REPORT OF OF THE DIRECTORS T
Page 55 and 56: REPORT OF THE DIRECTORS Connected T
Page 57 and 58: REPORT OF THE DIRECTORS Directors
Page 59 and 60: REPORT OF THE DIRECTORS Share Optio
Page 61 and 62: REPORT OF THE DIRECTORS Share Optio
Page 63 and 64: REPORT OF THE DIRECTORS Remuneratio
Page 65 and 66: CONSOLIDATED PROFIT AND LOSS ACCOUN
Page 67 and 68: CONSOLIDATED SUMMARY STATEMENT OF C
Page 69 and 70: BALANCE SHEET 31 December 2003 2003
Page 71 and 72: NOTES TO FINANCIAL STATEMENTS 31 De
Page 95 and 96: NOTICE OF ANNUAL GENERAL MEETING (c
Page 97 and 98: GLOSSARY accounts payable accounts
Page 99 and 100: FINANCIAL SUMMARY 2003 2002 2001 20

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