Annual Report 2003 - Clear Media

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
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