Annual Report 2007 - Hmdatalink.com hm datalink

Directors’ ReportDirectors’ Interests in Contracts ofSignificanceDetails of transactions between the Group and othercompanies under the control of Mr. Li Shu Fu duringthe year are set out in note 29 to the consolidatedfinancial statements.Save as disclosed above, no contracts of significanceto which the Company, its holding company or anyof its subsidiaries, was a party and in which a directorof the Company had a material interest, whetherdirectly or indirectly, subsisted at the end of the yearor at any time during the year.Connected TransactionsDuring the year, the Group entered into certainrelated party transactions which also constituteconnected transactions under the Listing Rules.Details of these transactions are set out in note 29 tothe consolidated financial statements. The followingtransaction between certain connected parties andthe Group has been entered into is ongoing forwhich relevant announcement had been made by theCompany in accordance with the requirements of theListing Rules.Model Code for SecuritiesTransactions by DirectorsDuring the year, the Company adopted the ModelCode for Securities Transactions by Directors ofListed Issuers (the “Model Code”) as set out inAppendix 10 of the Listing Rules as its own Code forSecurities Transactions by the Officers (the “Code”).All directors of the Company have confirmed theircompliance during the year with the requiredstandards set out in the Model Code and the Code.Continuing Connected TransactionsOn 9 May 2005, Zhejiang Fulin Guorun AutomobileParts & Components Company Limited (“ZhejiangFulin”), a subsidiary of the Company, entered into asupply agreement with Zhejiang Geely AutomobileCompany Limited (“Zhejiang JV”), an associatedcompany of the Company. Prior to the enteringinto of the supply agreement, Zhejiang Fulin hadbeen in its usual and ordinary course of business,selling automobile parts and components on normalcommercial terms to an associated company ofthe Company, Zhejiang JV and its subsidiariessince December 2003. Mr. Li Shu Fu is theultimate controlling shareholder of Zhejiang GeelyAutomobile Company Limited. Also, he has becomethe ultimate controlling shareholder of the Companysince 19 May 2005 and was appointed as theChairman of the Company on 9 June 2005. Therefore,the transactions between Zhejiang Fulin and ZhejiangJV under the supply agreement would automaticallyconstitute continuing connected transactions forthe Company since 19 May 2005. On 20 March 2006,Zhejiang Fulin entered into the supplemental supplyagreement with Zhejiang JV to amend the annualcaps as stated in the supply agreement. Save for this,other terms of the Supply Agreement would remainunchanged. The consideration payable under thetransactions pursuant to the supply agreement andsupplemental supply agreement will be determinedat arm’s length negotiations between the relevantparties with reference to prevailing market price oron no more favorable terms to Zhejiang JV and itssubsidiaries than those offered by Zhejiang Fulin toother independent third parties.GEELY AUTOMOBILE HOLDINGS LIMITED53ANNUAL REPORT 2 0 0 7