Annual Report 2011 - QuamIR

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Directors’ ReportANNUAL CONFIRMATIONS FROMINDEPENDENT NON-EXECUTIVEDIRECTORSThe Company has received, from each of theIndependent Non-Executive Directors, an annualconfirmation of his independence pursuant to Rule3.13 of the Rules Governing the Listing Securitieson the Stock Exchange. The Company considersthat all of the Independent Non-Executive Directorsare independent.SUBSTANTIAL SHAREHOLDERSAND OTHER PERSONS’INTERESTS AND SHORTPOSITIONS IN SHARES ANDUNDERLYING SHARES as at 31March 2011As at 31 March 2011, the interests or short positionsof persons, other than a Director or chief executiveof the Company, in the Shares or underlying Sharesof the Company as recorded in the register requiredto be kept by the Company under section 336 ofthe SFO or which would fall to be disclosed to theCompany and the Stock Exchange pursuant toDivisions 2 and 3 of Part XV of the SFO were asfollows:ApproximateNumber ofpercentageName of Shareholder Capacity ordinary Shares of shareholding(Note 1) (Note 2)FIL Limited Investment fund 540,850,000 8.00HSBC Global Asset Investment fund 474,270,000 7.02Management(Hong Kong) LimitedNotes:1. The letter “L” represents the entity’s long position inthe Shares of the Company.2. This percentage is calculated on the basis of6,759,844,971 Shares in issue as at 31 March 2011 butdoes not take into account of any Shares which mayfall to be allotted and issued upon the exercise of anyoptions which remained outstanding as at 31 March2011.Save as disclosed above, as at 31 March 2011, noperson, other than the Directors whose interests areset out in the section headed “Directors’ interestsand short positions in Shares and UnderlyingShares” above, had interest or short position inthe Shares or underlying Shares of the Companythat was required to be recorded in the registerof interests required to be kept by the Companypursuant to Section 336 of the SFO or which wouldfall to be disclosed to the Company and the StockExchange pursuant to Divisions 2 and 3 of Part XVof the SFO.EMOLUMENT POLICYThe Group’s emolument policy, including salariesand bonuses, are in line with the local practiceswhere the Company and its subsidiaries operate,and is reviewed and determined by the Directorsregularly with reference to the duties, responsibilityand performance of individual employees, the legalframework and the market conditions.Sino Prosper State Gold Resources Holdings Limited32
Directors’ ReportThe emolument of the Directors is subject to reviewby the Remuneration Committee of the Board. Theiremoluments are determined with reference to theirroles and responsibilities in the Group and theprevailing market conditions.Details of Directors’ and employees’ emolumentsare set out in notes 11 and 12, respectively to theconsolidated financial statements.A share option scheme was adopted by theCompany on 25 April 2002 to grant share optionsto eligible participants for the purpose of providingincentives and rewards to those who contribute tothe success of the Group’s operations. Details of theshare option scheme are set out in note 32 to theconsolidated financial statements.SHARE OPTION SCHEMEDetails of the Company’s share option scheme areset out in note 32 to the consolidated financialstatements.As at 31 March 2011, the Company had 163,600,000share options outstanding under the share optionscheme, which represented 2.42% of the Shares inissue as at 31 March 2011. No share options hasbeen exercised during the year.CONTRACT OF SIGNIFICANCEDuring the year, the Group did not enter intoany contract of significance with the controllingShareholder or any of its subsidiaries, nor was thereany contract of significance for the provision ofservices to the Group by the controlling Shareholderor any of its subsidiaries.PURCHASE, SALE ORREDEMPTION OF THE COMPANY’SLISTED SECURITIESNeither the Company nor any of its subsidiariespurchased, sold or redeemed any of the Company’slisted securities during the year.TAXATION RELIEFThe Company is not aware of any tax relief andexemption available to Shareholders by reason oftheir holding of the Company’s securities.PRE-EMPTIVE RIGHTSThere are no provisions for pre-emptive rightsunder the Articles or the laws of the Cayman Islandsbeing the jurisdiction in which the Company wasincorporated, which would oblige the Companyto offer new shares on a pro rata basis to existingShareholders.SUFFICIENCY OF PUBLIC FLOATThe Company has maintained a sufficient publicfloat for the year ended 31 March 2011.Based on the information that is publicly availableto the Company and within the knowledge of theDirectors, there was a sufficient prescribed publicfloat of the issued shares of the Company under theListing Rules as at the latest practicable date priorto the issue of this annual report.AUDIT COMMITTEE’S REVIEWThe annual results of the Group for the year ended31 March 2011 have been reviewed by the AuditCommittee.AUDITORSThe accompanying accounts were audited byMessrs. HLB Hodgson Impey Cheng.A resolution for their reappointment as auditorsof the Company will be proposed at the AnnualGeneral Meeting.On behalf of the BoardLeung Ngai ManChairmanHong Kong, 28 June 2011Annual Report 201133
Page 1: Sino Prosper State Gold Resources H
Page 4 and 5: Year in Review2010-2011April 2010HK
Page 7 and 8: Chairman’s MessageOver the course
Page 9 and 10: Chairman’s MessageFor its part, A
Page 11 and 12: Management Discussion & AnalysisAft
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Page 21 and 22: Directors’ and Management Profile
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Page 25 and 26: Corporate Governance ReportDIRECTOR
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Page 31 and 32: Directors’ ReportMr. Cai Wei Lun
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Page 39 and 40: Consolidated Statement of Financial
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Notes to the Consolidated Financial
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Financial SummaryFor the year ended
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Annual Report 2011 - QuamIR

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