<strong>Report</strong> of the DirectorsCONNECTED TRANSACTIONSThe Group had the following continuing connected transactions during the year ended 31 March 20<strong>12</strong>:(1) On 3 November 2009, Future Growth Limited (“Future Growth”), a wholly-owned subsidiary of the Company, enteredinto an offer letter with New World Tower Company Limited (“NWT”), an associate of a substantial Shareholder, torenew the lease of office premises at Rooms <strong>12</strong>07-8, <strong>12</strong>th Floor, New World Tower, Nos. 16-18 Queen’s RoadCentral, Hong Kong with gross floor area of approximately 1,800 square feet for three years commencing from 15November 2009 to 14 November 20<strong>12</strong> (both dates inclusive) at a monthly rental of HK$77,400 together with monthlyair-conditioning charges and management charges of HK$8,100 (subject to adjustment by NWT or the managementcompany of the building). The monthly air-conditioning charges and management charges have been revised toHK$9,000 per month during the period from January <strong>2011</strong> to December <strong>2011</strong> and HK$9,540 per month from January20<strong>12</strong> onwards.(2) On 27 January 2010, Future Growth entered into an offer letter with NWT for the lease of office premises at Rooms1507-8, 15th Floor, New World Tower, Nos. 16-18 Queen’s Road Central, Hong Kong with gross floor area ofapproximately 1,750 square feet for two years commencing from 1 May 2010 to 30 April 20<strong>12</strong> (both dates inclusive)at a monthly rental of HK$75,250 together with monthly air-conditioning charges and management charges ofHK$7,875 (subject to adjustment by NWT or the management company of the building). The monthly air-conditioningcharges and management charges have been revised to HK$8,750 per month during the period from January <strong>2011</strong> toDecember <strong>2011</strong> and HK$9,275 per month from January 20<strong>12</strong> onwards.During the year ended 31 March 20<strong>12</strong>, the total amount of rental, air-conditioning and management charges in respect ofthe leases of the aforesaid premises paid and payable by the Group to NWT was approximately HK$1,992,000. Details ofthe leases of the aforesaid premises have been set out in the announcements of the Company dated 3 November 2009and 27 January 2010 respectively.The independent non-executive Directors confirm that the continuing connected transactions set out above have beenentered into by the Group in the ordinary course of its business, on normal commercial terms and in accordance with theterms of the relevant agreements governing such transactions that are fair and reasonable and in the interests of the Groupand the Shareholders as a whole.Pursuant to Rule 14A.38 of the Listing Rules, the Board engaged the auditor of the Company to report on the Group’scontinuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 “AssuranceEngagements Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740“Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong KongInstitute of Certified Public Accountants. The auditor of the Company has issued its unqualified letter containing its findingsand conclusions in respect of the Group’s continuing connected transactions as disclosed above in accordance with Rule14A.38 of the Listing Rules. A copy of the auditor’s letter has been provided to the Stock Exchange.The related party transactions entered into by the Group during the year ended 31 March 20<strong>12</strong> are disclosed in note 35 tothe consolidated financial statements. These transactions fall under the definition of “connected transaction” or “continuingconnected transaction” under the Listing Rules.The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules withrespect to the connected transactions and continuing connected transactions entered into by the Group during the yearended 31 March 20<strong>12</strong>.<strong>International</strong> <strong>Entertainment</strong> <strong>Corporation</strong> - <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>/<strong>12</strong> 19
<strong>Report</strong> of the DirectorsPURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIESDuring the year, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listedsecurities.SUFFICIENCY OF PUBLIC FLOATAs at the date of this report, based on information available to the Company and within the knowledge of the Directors, thepercentage of the Shares which are in hands of the public exceeds 25.0% of the Company’s total number of issued Shares.PRE-EMPTIVE RIGHTSThere are no pre-emptive rights provisions in the Articles, or under the Cayman Islands Companies Law, which would obligethe Company to offer new Shares on a pro-rata basis to its existing Shareholders.AUDITORA resolution will be proposed at the AGM to re-appoint Deloitte Touche Tohmatsu as auditor of the Company.On behalf of the BoardDr. Cheng Kar ShunChairmanHong Kong, 21 June 20<strong>12</strong>20<strong>International</strong> <strong>Entertainment</strong> <strong>Corporation</strong> - <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>/<strong>12</strong>
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