Annual Report 2011 - QuamIR

Directors’ ReportNotes:1. This percentage is calculated on the basis of6,759,844,971 Shares in issue as at 31 March2011 but does not take into account of anyShares which may fall to be allotted andissued upon the exercise of any options whichremained outstanding as at 31 March 2011.2. Share options carrying rights to subscribe for8,000,000 Shares were granted to Leung NgaiMan on 3 January 2005 pursuant to the shareoption scheme.3. Share options carrying rights to subscribe for10,000,000 Shares were granted to Sung KinMan on 4 May 2010 pursuant to the shareoption scheme.4. Share options carrying rights to subscribe for1,400,000 and 6,600,000 Shares were grantedto Yeung Kit on 1 November 2004 and 12January 2005, respectively pursuant to theshare option scheme. Yeung Kit exercised1,600,000 share options on 7 February 2006and as at 31 March 2011, he had 6,400,000outstanding share options.5. Share options carrying rights to subscribe for3,400,000 Shares were granted to Cai Wei Lunon 8 May 2006 pursuant to the share optionscheme.Save as disclosed above and other than certainnominee shares in subsidiaries held by certainDirectors in trust for the Group, as at 31 March2011, none of the Directors or chief executive ofthe Company had any interest or short positionsin the shares, underlying shares and debentures ofthe Company or any of its associated corporations(within the meaning of Part XV of the SFO), whichhad been notified to the Company and the StockExchange pursuant to Divisions 7 and 8 of Part XVof the SFO (including interests and short positionswhich the Directors and the chief executive of theCompany were deemed or taken to have under suchprovisions of the SFO) or as recorded in the registerrequired to be kept by the Company under Section352 of the SFO, or as otherwise notified to theCompany and the Stock Exchange pursuant to theModel Code.DIRECTORS’ RIGHTS TO ACQUIRESHARES OR DEBENTURESSave as disclosed in the sections headed “Directors’Interests and Short Positions in Shares” and “ShareOption Scheme” of this annual report, at no timeduring the year were rights to acquire benefits bymeans of the acquisition of shares in and debenturesof the Company granted to any Director or theirrespective spouses or minor children, or were anysuch rights exercised by them; or was the Companyor any of its subsidiaries a party to any arrangementto enable the Directors to acquire such rights in anyother body corporate.DIRECTORS’ INTEREST INCOMPETING BUSINESSDuring the Reporting Period and up to the dateof the Annual Report, Mr Leung Ngai Man (theChairman of the Board, an executive Director and asubstantial Shareholder) was interested in over 30%issued share capital in China Netcom TechnologyHoldings Limited (formerly known as China MetalResources Holdings Limited) (stock code: 8071)(“CNT Holdings”). Mr. NG Kwok Chu, Winfield isalso an executive director of CNT Holdings. Oneof the principal activities of CNT Holdings andits subsidiaries is exploration of mining resourcesbusiness in the PRC, which is in actual or potentialcompetition with the mining business of the Group.Save as disclosed above, during the year and up tothe date of this annual report, no Director and hisassociates are considered to have an interest in abusiness which competes or is likely to compete,either directly or indirectly, with the businesses ofthe Group, other than those businesses of whichthe Directors were nominated and appointed asdirectors and/or senior management to representthe interests of the Company and/or the Group.Annual Report 201131