Annual Report 2007 - Hmdatalink.com hm datalink

Directors’ ReportSave as disclosed above, at no time during the yeardid the directors, their associates, or shareholdersof the Company, which to the knowledge of thedirectors own more than 5% of the Company’s sharecapital, have an interest in any of the Group’s fivelargest customers or suppliers.Corporate Governance ReportDetails of the Corporate Governance Report are setout on pages 37 to 46 of the annual report.Audit CommitteeThe Company has an audit committee which wasestablished in accordance with the requirementsof the Corporate Governance Code as defined inthe Listing Rules for the purpose of reviewing andproviding supervision over the Group’s financialreporting processes and internal controls. Theaudit committee comprises Messrs. Lee Cheuk Yin,Dannis, Song Lin and Yeung Sau Hung, Alex whoare the independent non-executive directors of theCompany.Sufficiency of Public FloatRule 8.08 of the Listing Rules requires at least 25% ofthe issued share capital of the Company to be heldin public hands. Based on the information availableand within the knowledge of the directors as at thedate of issue of the annual report, such obligationhas been complied with.Zhejiang Geely Holding Group Company Limited,which is ultimately owned by Mr. Li Shu Fu (“Mr. Li”),the Company’s Chairman, and his associates, hassigned agreements or been in negotiations with localgovernments in the PRC to set up production plantsfor the manufacturing and distribution of Geelysedans in three locations, namely Lanzhou, Cixi andJinan. The potential production and distribution ofGeely sedans in these three locations by ZhejiangGeely Holding Group Company Limited willconstitute competing businesses (the “CompetingBusinesses”) to those currently engaged by theCompany’s associates. Mr. Li has undertaken tothe Company (the “Undertaking”) that upon beingnotified of any decision by the Company pursuantto a resolution approved by a majority of theindependent non-executive Directors, he will, andwill procure his associates (other than the Group) tosell to the Group all of the Competing Businessesand related assets, subject to compliance withapplicable requirements of the Listing Rules andother applicable laws and regulations upon terms tobe mutually agreed as fair and reasonable.AuditorsA resolution will be submitted to the annual generalmeeting to re-appoint Messrs. Grant Thornton as theauditors of the Company.On behalf of the BoardCompeting BusinessesThe Group is principally engaged in the research,production, marketing and sales of sedans andrelated automobile components in the PRC.Li Shu FuChairman16 April 2008GEELY AUTOMOBILE HOLDINGS LIMITED55ANNUAL REPORT 2 0 0 7