What Are The Motivations Of Dark Tourists?

What Are The Motivations Of Dark Tourists? On the 27th of April 2008, Josef Fritzl was arrested in Amstetten, a small town in Austria. It has shown that Fritzl sexually abused his daughter, Elisabeth, since she was eleven years old. When she was eighteen years old he locked her up in the basement underneath his house. Fritzl forced his daughter Elisabeth to write a letter to her mother where she stated that she had run away from home and joined a sect. The sexual abuse led to the birth of seven children. Three of these children were raised by Elisabeth in the basement and the other three were raised by Fritzl and his wife. One of the children died a few days after it was born. Furthermore, Fritzl convinced his wife that the three children they raised were exposed by Elisabeth. When one of the children that lived in the basement, the at that time nineteen-year-old Kersten, got ill Elisabeth convinced her father that she needed to be hospitalized. Because Kersten was not registered anywhere, one of the doctors informed the auth orities. After this, Elisabeth saw a program on the television in her basement that made a call up for the mother of Kersten. Then she convinced her father to bring her to the hospital, which led to the hearings of Fritzl and Elisabeth and the confessions of the cruelties that took place. After twenty-four years Elisabeth was freed from the basement and reunited with all her children (Wikipedia, 2010). This affair has received tremendous attention in the media and therefore the case is known all over the world. The affaire encompasses a painful and shameful episode on a national and local basis. Furthermore, the house of Fritzl has become a touristic attraction. Amstetten is dealing with an increasing amount of tourists that come to visit the house. When tourists visit the house, they often take photos of the house and of themselves in front of it. The articles on the internet show that the local authorities find this shocking (HLN, 2010). The phenomenon that people visit places that are associated with death, suffering and violence can be described as dark tourism. Thanatourism is a similar concept and also involves the visiting of locations associated with death and suffering, but an emphasis is placed upon symbolically experiencing a painful death. Another related concept is black spots, which can be described as commercial cemeteries of famous people or locations where death an d suffering took place. The house of Fritzl belongs to such places and visiting this location fits the description of dark tourism and thanatourism. The house of Fritzl, where the abuse and cruelties took place, can be seen as a symbolic reflection of this affaire and its tragic events. Furthermore, the house serves as a tangible object that invokes the memory of the Fritzl-affaire (Yull, 2003: 10-13; Logan en Reeves, 2009: 1-3; Rojek, 1993: 136). The phenomenon that people visit the house of Fritzl inspired me to formulate the following research question: What are the motivations of dark tourists? The case of the house of J. Fritzl in Amstetten. It is interesting to find out why tourists visit the house, if the media attention has played a role in the decision of people to visit the house and if certain characteristics, such as age and gender, affect the motivation of these visitors. The case of Fritzl offers a fascinating and recent case to go more in-depth into the motivations of dark tourists. Scientific and Social Relevance The scientific relevance of this research question lies in the fact that the subject of dark tourism is relatively new within the academic field. Several articles have been published on this topic, but as Stone (2006) argues: despite this increasing attention the dark tourism literature remains both eclectic and theoretical fragile (Stone, 2006: 145). Some researchers have already focused on visitor motivations of dark tourist sites. For example, Yull (2003) investigated why people visit the Holocaust Museum in Houston. However, according to Stone (2006) and Sharpley (2009) research first and foremost has focused on describing the different dark tourist sites, rather than on the consumption and experiences of visitors. This research will contribute to the understanding of visitor participation in dark tourism by taking the visitors of the house of Fritzl as the focal point of this research. Furthermore, the existing research has not focused on the motivations of visitors to dark tour ist sites, comparable to the house of Fritzl and therefore this research will add to and fill the gap in the existing literature. The social relevance of this research is harder to determine. However, finding out what the motivations of visitors are, might provide useful and relevant information for directly involved parties, other than the scientific community. For example, this information could offer the local community of Amstetten and (in)direct victims of this case a better understanding of what is going on and with what reasons people visit this site of horror. For example visitors might be motivated to visit this place to pay respect to the victims or remember the cruelties that took place, instead of entertainment purposes. Furthermore, the results of this research could even be relevant to society as a whole, since dark sites similar to the house of Fritzl seem to increasingly pop up and attract visitors world-wide. This research seeks to provide insights into why people a re motivated to visit these morbid locations. Theoretical Concepts and Hypothesized Relations As mentioned previously, several theoretical concepts are related to the phenomenon where people visit places associated with pain, death and suffering. Academic attention to this phenomenon increased in the twentieth century and several theoretical concepts were introduced. These concepts are black spots (Rojek, 1993), dark tourism (Lennon and Foley, 1996: in Yull, 2003) and thanatourism (Seaton, 1996: in Sharpley, 2009). These dark concepts will be briefly discussed in a more or less chronicle order, based on introduction in the literature. Another concept of importance for this research is visitor motivations (Sharpley, 2009: 12-15). Dark Concepts Black Spots Rojek (1993) coined the term black spots and argues that these locations involve commercial cemeteries of famous people or sites where death and suffering took place. In his research, Rojek (1993) also mentions that people increasingly visit these dark sites and that entrepreneurs initiate tours around these black spots. Examples of black spots are the concentration camp Auschwitz-Birkenau in Oswiecim-Brzezinka, Ground Zero in New York and the location where Princess Diana got killed in a car crash (Rojek, 1993: 136-145). Dark Tourism and Thanatourism Visiting places associated with death, pain and suffering is becoming increasingly popular. However, Sharpley (2009) argues that this is not a new phenomenon. In the Roman Empire, it was a common form of entertainment to attend a gladiators match. Another example are the public executions in the Middle Ages. Traveling to places where death and suffering are central elements can be defined as dark tourism. Furthermore, it involves consuming real or simulated places of death and horror. Visiting these places where actual cruelties took place by relatives or friends of the victims cannot be seen as a form of dark tourism. Thanatourism is a concept which strongly relates to dark tourism and was introduced in the literature in the same year as dark tourism. Thanatourism entails the visiting of locations associated with death and suffering, where visitors want to symbolically experience a painful death. This description points more to the motivations of visitors of dark sites. However, the term dark tourism is usually used in the academic field and no distinction is made between the concepts dark tourism and thanatourism. Therefore, I will use the term dark tourism in this research and make no difference between dark tourism and thanatourism (Lennon en Foley, 2000: 3-5; Yull, 2003: 10, 11; Sharpley, 2009: 3-19). Dark tourism involves the actual visiting of black spots. There are different black spots which are visited daily by tourists and therefore belong to sites of dark tourism. Furthermore, several tours are initiated around dark sites. Commercial motives, in terms of entrance fees, are often involved. Examples are the Jack the Ripper tour in London or the tour in Charleroi which shows you, among other dark sites, the house of the famous kidnapper and child molester Marc Dutroux. Visiting morbid museums, old prisons or battle field fall also under the category dark tourism. As discussed previously, the house of Fritzl fits the description of a black spots and inc reasingly attracts visitors. This research seeks to understand the motivations of these visitors (Stone, 2006: 145, 146, 152; HLN, 2010). Visitor Motivations For this research it is necessary to include visitor motivations as a theoretical concept. Motivations of individuals to visit regular tourist places include getting acquainted with other cultures and increase ones knowledge about these locations. Furthermore, motivations often involve entertainment purposes, such as having fun or seeking adventure. Relaxation, revitalization, being active and get close to nature are also common incentives to visit a certain location (Kozak, 2002: 225). However, these motivations of regular touristic locations might differ from motivations of tourists that visit black spots. Unfortunately, few literature is available that focus on visitor motivations of dark tourists. The literature that is accessible, uses similar research questions to the one is used in this research. Yull (2003) studied the motivations of dark tourists and focused more specifically on the motivations of visitors of the Holocaust Museum in Houston. Niemelà ¤ (2010) focused on visi tor motivations of the House of Terror museum in Budapest. This museum is built to remember the tortured and killed people during World War II. In addition, Poria, Reichel and Biran (2006) chose to investigate the motivations of the visitors of the Anne Frank House in Amsterdam. Although the dark tourist locations used in these researches are museums associated with death and suffering and therefore differ from the dark site that is used in this research, similar motivations may be found. If different motivations are found, it could be argued that this difference is dependent on the specific dark tourist site. According to Yull (2003), motivations of dark tourist could involve entertainment purposes, such as providing a thrill, a novel experience or adventure. Furthermore, remembering the victims and the cruelties that took place or curiosity can also be motivations of tourist that visit the house of Fritzl. Although education might be more suitable as a motivation to visit a museum associated with death and suffering, individuals can also visit the house of Fritzl to learn something. For example, visitors might want to enrich their knowledge about the Fritzl-affaire. In addition, Niemelà ¤ (2010) argues that emotional involvement might also play a role in the motivations of dark tourists. Visitors might identify or have a personal connection with the cruelties that took place. Moreover, Poria, Reichel and Biran (2006) include two more motivations; tourists might visit a dark site, because it is famous or because they feel that the site is historically important (Yull, 2003: 146-159, 191-199; Niemelà ¤, 2010: 37; Poria, Reichel and Biran, 2006: 322). The media play an important role within the field of dark tourism. The media can report tragic events that take place all over the world. The attention that the media pay to tragic and horrible events serve as a stimulation for flows of tourism. Furthermore, media has the capacity to bring dark tourism sites to public consciousness (Yull, 2003: 125). Additionally, Lennon and Foley (2000) argue that the attention of the media to specific dark sites, might motivate individuals to visit the location in order to experience the reality behind the media representations. Since, the Fritzl-affaire received tremendous attention in the media, it will be likely that this attention has an influence on the motivation of visitors (Stone, 2009: 57; Seaton, 2009: 90; 95, 106; Lennon and Foley, 2000: 152). Operationalization of Theoretical Concepts In this section, the operationalization of the theoretical concepts will be discussed. To answer the question What are the motivations of dark tourists? The case of the house of J. Fritzl in Amstetten, I will conduct qualitative semi-structured interviews  [1]  with visitors of the house of Fritzl in Amstetten. This implies that a topic list will be made, consisting of topics that will be addressed in the interview. However, the order in which the topics will be discussed is not fixed and if necessary, the interviewer will probe for more information and adapt to new themes that are brought up by the interviewees. Furthermore, the interviewer can adapt to the level of comprehension of the respondents. The questions will be open, which means that no answer categories will be made (t Hart, Boeije and Hox, 2007: 274, 275; Gilbert, 2001: 123, 124). Several topics that will be addressed in the interview are outlined. First of all, it is important to include demographic factors of the v isitors, such as age, the country the interviewee lives in and the highest obtained level of education (primary school or less, secondary school, intermediate vocational training, higher vocational training, college or post graduate). Furthermore, the gender of the respondent will be noted during the interview. These demographic factors are included, because they are important background variables and might affect the motivations people have to visit the house of Fritzl. Other topics that will be included will focus upon the motivations of visitors of the house of Fritzl in Amstetten. It will be asked what attracted the visitors to visit Amstetten and what their primary reason is for visiting this town. I will seek to explore whether visitors come specifically for the house or if they have other motives or more than one reason to visit this town. Then, I will focus on the topic of why people visit the house of Fritzl. Although, similar answers to the research on dark tourist motivations described above maybe found, such as entertainment, curiosity, remembrance of the victims and cruelties that took place, emotional involvement, historical importance of the site or its fame, unexpected answers also need to be taken into account. Furthermore, it is essential to go in-depth into the answers and ask for further elaboration if necessary. Additionally, it needs to be explored whether visitors have multiple motivations to visit the house of Fritzl. Seeking to understand motivations of visitors of the house of Fritzl, demands for adapting to possible unexpected answers and the skills to react to this situation adequately. Furthermore, the role of the media will be addressed. Central themes will be, whether visitors are familiar with and interested in the Fritzl-affaire, if they have followed the case in the news, documentaries or on the internet. This will seek to explore whether media attention to the Fritzl-affaire affects the tourists in their motivation to visit the house. Next, I will focus upon if the visitors have previously visited other dark locations, where cruelties have taken place. It will be interesting to find out if there is a relationship between visiting the house of Fritzl and other dark locations and if we are dealing with tourists that have an interest in visiting dark sites in general. Plan for Data Collection For this research, the visitors of the house of Fritzl in Amstetten are the objects of study. Hence, it is necessary to come into contact with these visitors. For this research I choose to use qualitative semi-standardized interviews to answer the research question. Qualitative methods are used when a certain research topic is relatively new and unexplored. Furthermore, qualitative methods offer the possibility to go more in-depth into specific aspects of a certain phenomenon. Baarda, de Goede and van der Meer-Middelburg (1996) argue that qualitative interviews are a suitable method when ideas, motivations, opinions and experiences need to be investigated. Since this research seeks to explore the motivations of visitors of the house of Fritzl in Amstetten, it fits this description (t Hart et al. 2007: 253; Baarda et al. 1996: 18-20). I choose to use semi-structured, one-to-one interviews. This implies that topics will be formulated and addressed in the interview. Besides demographic questions, specific questions, answer categories or the order of the questions will not be fixed in advance. This gives the interviewer the opportunity to probe for more information if necessary or reflexively respond to new themes that might be brought up. This reflexive approach is essential, since motivations of dark tourists is relatively unexplored, especially in regard to locations comparable to the house of Fritzl. This may result in unexpected answers to be brought up. When standardized methods are used, this will not be possible. One-to-one interviews are used, because the interviewees will not be influenced by the opinions of others and may give them the feeling to speak more openly about their motivation(s). Furthermore, confidentiality and anonymity of the data will be guaranteed (Baarda et al., 1996: 18-24, 26-28; t Hart et al. 2007: 254, 261, 262, 267; Gilbert, 2001: 123-129). To interview the research participants of this research it is necessary to go to Amstetten, w hich is roughly a nine hour drive from Rotterdam. I will spend three days around the house of Fritzl and I will approach the visitors that come by. I will ask them if they are willing to participate in this research. This research requires purposive sampling, because I assume that only a small group of visitors of the house of Fritzl is accessible in these three days and this group will be likely to represent the visitors as a whole. Furthermore, using a probability sample is often unrealistic for small-scale or qualitative research (Gilbert, 2001: 62). The duration of the interview will be approximately twenty minutes and the amount of interviewees will depend on the willingness to participate. The aim will be to conduct ten to twenty interviews. Furthermore, the interviews will be recorded. Gilbert (2001) argues that recording is recommendable, especially when conducting non-standardized or semi-structured interviews. This, because this type of carrying out interviews requires an active participation of the interviewer within the conversation. By recording the interview, the data wont be lost and in contrast to making notes it wont obstruct or slow down the dialogue. It also signals that the responses of the respondents are taking seriously. Of course, the use of recording will be explained to the interviewees and their approval will be asked. Directly after the interview, notes will be made about the setting, the interview and the interviewee which can be used to recall the context of the particular interview (t Hart et al. 2007: 268-270; Gilbert, 2001: 61-63, 135-137). Plan for Data Analysis When the data is collected, the analysis of the data will begin. First of all, the recorded interviews will be verbatim transcribed. I choose to write down everything that is said, because then data wont get lost that might be of significance when the research progresses. Although, transcribing everything is time-consuming and labor-intensive, the low quantity of interviews makes it possible to do so. Furthermore, transcribing the data allows you to get familiar with the data and it helps facilitating thoughts and ideas about possible connections and underlying themes. Before analyzing, the transcripts will be checked by listening to the recordings once more and by carefully reading the written text. The demographic characteristics of the respondents will be shown on the first page of the transcripts. After this, I will offer the transcript to the respondents, so that accuracy can be checked and comments can be made. This improves reliability and validity of the answers (Gilbert, 200 1: 134-137). The transcripts will be read repeatedly with the aim to identify underlying themes and connections. By comparing and contrasting fragments within interviews and between interviews, fragments with an underlying connection will be categorized and labeled. Furthermore, it will show whether the earlier described motivations are found in the transcripts, or if new themes will be discovered. Similarities and dissimilarities between different respondents may emerge and might relate to their demographic characteristics. Eventually, the codified themes will be linked and compared to draw a full picture of the motivations of visitors of the house of Fritzl in Amstetten and answer the research question (Gilbert, 2001: 137, 138; t Hart et al. 2007: 176, 277). Discussion Gilbert (2008) describes six properties that a research question should have. The research question should be interesting, relevant, concise, answerable, feasible and ethical. For this research it is necessary to address two of these properties more in-depth, which are the feasibility of this research and its ethical dimensions. The research question, What are the motivations of dark tourists? The case of the house of J. Fritzl in Amstetten, is feasible to the extent that it can be answered within a relatively short period of time and with relatively low costs. Furthermore, the research participants are accessible. However, the search for visitors of the house of Fritzl might show difficulties. For this research I will spend three days around the house of Fritzl and approach the tourists that will visit the house. However, it is possible that on these particular days there will be no visitors at all. Consequently, finding research participants might be time-consuming and unpleasant ( Gilbert, 2008: 48). According to Gilbert (2008), it is of importance to take into account the ethical dimensions of a research question. While no specific approval is needed from institutions to conduct this research, this research involves a certain sensitivity. The reason for this, is that this study focuses upon an affair where people suffered and were mistreated. Therefore, this affair is sensitive to victims or relatives of these victims. Furthermore, this case might be sensitive to the neighboring residents or the whole community of Amstetten. Spending three days in front of the house of Fritzl to gather the research participants might be offensive to the residents. For example, they might be upset or feel that their privacy is violated. Consequently, it is necessary to work with discretion. Eventual publication of this research also involves ethical implications. Publication might cause harm to the different parties involved (Gilbert, 2008: 48, 49; Gilbert, 2001: 49-53). A la st brief comment I would like to make is about the weaknesses of Literature Baarda, D.B., de Goede, M.P.M. van der Meer-Middelburg, A.G.E. 1996. Basisboek Open Interviewen. Groningen: Stenfert Kroese. Gilbert, N. 2001. Researching Social Life (2nd edition). London: Sage Publications. Gilbert, N. 2008. Researching Social Life (3d edition). London: Sage Publications. t Hart, H., Boeije, H. Hox, J. 2007. Onderzoeksmethoden. Amsterdam: Boom onderwijs. Kozak, M. 2003. Comparative analysis of tourist motivations by nationality and destinations. Tourism Management 23, 221-232. Lennon, J.J. Foley, M. 2000. Dark Tourism: The Attraction of Death and Disaster. Australia: South-Western Cengage Learning. Logan, W. Reeves, K. 2009. Places of Pain and Shame: Dealing with Difficult Heritage. USA/Canada: Routledge. Niemelà ¤, T. 2010. Motivation Factors in Dark Tourism: Case: House of Terror. https://publications.theseus.fi/bitstream/handle/10024/14984/Niemela_Titta.pdf?sequence=3 6 October 2010 Poria, Y., Reichel, A. Biran, A. 2006. Heritage Site Perceptions and Motivations to Visit. Journal of Travel Research 44, 318-326. Rojek, C. 1993. Ways of Escape: Modern Transformations in Leisure and Travel. London: The MacMillian Press. Sharpley, R. 2009. Shedding Light on Dark Tourism: An Introduction. In: R. Sharpley P.R. Stone. The Darker Side of Travel: The Theory and Practice of Dark Tourism. Bristol: Channel View Publications, 3-22. Stone, P.R. 2006. A dark tourism spectrum: Towards a typology of death and macabre related tourist sites, attractions and exhibitions. Tourism 54 (2), 145-160. Stone, P.R. 2009. Dark Tourism: Morality and New Moral Spaces. In: R. Sharpley P.R. Stone. The Darker Side of Travel: The Theory and Practice of Dark Tourism. Bristol: Channel View Publications, 56-74. Yull, S.M. 2003. Dark Tourism: Understanding Visitor Motivation at Sites of Death and Disaster. http://etd.tamu.edu/bitstream/handle/1969.1/89/YUILL-THESIS.pdf?sequence=1. 7 October 2010 Websites HLN, 2010 http://www.hln.be/hln/nl/960/Buitenland/article/detail/314386/2008/06/16/Toeristen-op-de-foto-voor-horrorkelder.dhtml 6 October 2010 HLN, 2010 http://www.hln.be/hln/nl/1901/reisnieuws/article/detail/269697/2008/05/08/Ramptoerisme-bij-Oostenrijks-gruwelhuis.dhtml 6 October 2010 Wikipedia, 2010 http://nl.wikipedia.org/wiki/Fritzl-incestzaak 6 October 2010

Fairwood Annual Report

Contents Corporate Information Highlights and Financial Calendar Chairman’s Statement Financial Review Pro? le of Directors Report of the Directors Corporate Governance Report Independent Auditor’s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Financial Statements Principal Subsidiaries Five-Year Group Financial Summary Investment Properties Held by the Group 2 4 6 12 15 18 33 41 43 44 45 47 48 49 51 131 134 136Corporate Information BOARD OF DIRECTORS Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To AUDIT COMMITTEE Peter Wan Kam To (Chairman) Ng Chi Keung Jos eph Chan Kai Nin Tony Tsoi Tong Hoo REMUNERATION COMMITTEE Joseph Chan Kai Nin (Chairman) Ng Chi Keung Peter Lau Kwok Kuen NOMINATION COMMITTEE Dennis Lo Hoi Yeung (Chairman) Peter Lau Kwok Kuen Peter Wan Kam To COMPANY SECRETARYMak Yee Mei AUDITOR KPMG SOLICITORS Mayer Brown JSM Reed Smith Richards Butler 2 FAIRWOOD HOLDINGS LIMITED PUBLIC RELATIONS CONSULTANT Strategic Financial Relations Limited Unit A, 29/F, Admiralty Centre 1 18 Harcourt Road, Hong Kong A PRINCIPAL BANKERS Standard Chartered Bank (Hong Kong) Limited The Bank of East Asia, Limited DBS Bank (Hong Kong) Limited The Hongkong and Shanghai Banking Corporation Limited The Bank of Tokyo-Mitsubishi UFJ, Limited Hang Seng Bank Limited Nanyang Commercial Bank, Limited Chong Hing Bank Limited Bank of China (Hong Kong) Limited UBS AG UFJ UBS AG REGISTERED OFFICECanon’s Court, 22 Victoria Street Hamilton HM12, Bermuda Canon’s Court, 22 Victoria Street Hamilton HM12, Bermuda HEAD OFFICE AND PRINCIPAL PLACE OF BU SINESS 2/F, TRP Commercial Centre 18 Tanner Road, North Point, Hong Kong PRINCIPAL REGISTRAR AND TRANSFER OFFICE HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HONG KONG BRANCH REGISTRAR AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited Rooms 1712-6, 17/F, Hopewell Centre 183 Queen’s Road East, Hong Kong WEBSITE www. fairwood. om. hk www. fairwood. com. hk STOCK CODE 52 52 3 Highlights and Financial Calendar HIGHLIGHTS 18. 295 9. 8% 1. 306 5. 4% 38. 0 40. 0 39% 100. 0 72. 0 16. 659 1. 238 Turnover was HK$1,829. 5 million (2011: HK$1,665. 9 million), up 9. 8% Pro? t was HK$130. 6 million (2011: HK$123. 8 million), up 5. 4% Proposed final dividend of HK38. 0 cents per share and a special final dividend of HK40. 0 cents per share to commemorate the 40th anniversary, representing a total dividend per share for the year increased by 39% to HK100. 0 cents (2011: HK72. 0 cents) Gross pro? t margin was 13. 4% (2011: 14. 5%) 24. 6% 98. 5 Return on average equity1 was 24. 1% (2011: 24. 6%) Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents) The year 2012 marked the 40th anniversary of Fairwood, our efforts had been recognised and obtained a number of awards related to brand, service and human resources management during the year 1 Note 1: Return on average equity is de? ned as pro? t for the year attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year 3. 4% 1 14. 5% 24. 1% 104. 45 FINANCIAL CALENDAR Interim results announcement Paid date of the interim dividend Annual results announcement 29 November 2011 23 December 2011 27 June 2012 Closure of register of members – Annual general meeting – Proposed fina l and special final dividends 7 September 2012 to 11 September 2012 (both days inclusive) 18 September 2012 to 20 September 2012 (both days inclusive) 11 September 2012 On or before 3 October 2012 Annual general meeting Payable date of the final and special final dividends 4 FAIRWOOD HOLDINGS LIMITED TURNOVER (HK$’m)PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS (HK$’m) 2,100 1,800 6% GR CA 1,665 1,665. 9 1,665. 9 ,665 1,562. 3 ,56 160 1,829. 5 1,829. 5 ,829. 5 140 120 100 101. 0 101. 0 0 0 % R7 AG C 130. 6 123 8 123. 8 1,500 1,200 1,433. 5 1,465. 5 1,465. 5 , ,465 93. 3 80. 0 80 900 60 600 300 0 40 20 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 CAGR: Compound Annual Growth Rate BASIC EARNINGS PER SHARE (HK cents) NET ASSETS (HK$’m) 100 98. 55 104. 45 104. 45 500 467. 7 503. 7 80 79. 02 74. 21 450 412. 6 63. 56 400 370. 0 374. 9 60 350 40 300 20 250 0 2008 2009 2010 2011 2012 200 2008 2009 2010 011 2012 5 Chairman’s Statement TO OUR SHAREHOLDERS On be half of the Board of Directors (the â€Å"Board†), I am pleased to present the annual results of Fairwood Holdings Limited (the â€Å"Company†) and its subsidiaries (collectively referred to as the â€Å"Group†) for the year ended 31 March 2012. FINANCIAL RESULTS 9. 8% 16. 659 1. 306 5. 4% 1,350 1,560 8. 2% 1. 082 18. 295 13. 4% 14. 5% 1. 238 During the year under review, the Group recorded a turnover of HK$1,829. 5 million, up 9. 8% over the previous year (2011: HK$1,665. 9 million). Gross pro? t margin registered a slight decrease to 13. % (2011: 14. 5%). Pro? t attributable to equity shareholders was HK$130. 6 million (2011: HK$123. 8 million), representing a rise of 5. 4%. Excluding the compensation received for surrender of a tenancy lease of HK$13. 5 million and the gain of HK$15. 6 million on property disposal last year, pro? t from core operating activities registered a year-on-year increase of 8. 2% to HK$117. 1 million (2011: HK$108. 2 million). Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents). 1. 171 104. 45 98. 55 DIVIDENDS 38. 0 32. 0 12. 0 22. 0 20. 0 100. 0 72. 0 95% 8. 40. 0 The Board recommends to pay a ? nal dividend of HK38. 0 cents (2011: HK32. 0 cents) per share and a special ? nal dividend of HK40. 0 cents (2011: HK12. 0 cents) per share for the year ended 31 March 2012. Together with the interim dividend of HK22. 0 cents (2011: HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share paid during the year, the total dividend for the year ended 31 March 2012 amounts to HK100. 0 cents (2011: HK72. 0 cents) per share, representing a total distribution of approximately 95% of the Group’s pro? t for the year.The proposed ? nal and special ? nal dividends will be paid on or before Wednesday, 3 October 2012 to shareholders whose names appear on the Register of Members of the Company at the close of business on Thursday, 20 September 2012. 6 FAIRWOOD HOLDINGS LIMITED BUSINESS REVIEW H ong Kong The Hong Kong market continued to deliver satisfactory results in the 2011/12 ? nancial year, with both turnover and same store sales achieving pleasing growth, contributed by our higher value innovative products, astute pricing strategy, and well-planned network expansion. The operating nvironment was challenging partially due to the minimum wage legislation coming into effect, along with a continuous rise of food costs and rental levels. However, we are delighted that we managed to overcome the hurdles and maintained a solid gross pro? t margin. Over the years, our visionary management team has evaluated a variety of means to improve competitiveness. The central food processing plant, the SAP Enterprise Resources Planning System, and the ? exible scheduling shift were measures that enabled us to stand out from our peers and sustain bottom-line growth despite changes in the market environment.Our central food processing plant in Tai Po is now in full operation, standardisi ng food quality and delivering an assured supply of safe, high-quality products at competitive prices. Through continuous efforts in improving ef? ciency and economies of scale, we have been able to lower both food and labour costs further. In addition to our core fast food business, we have developed more specialty restaurant brands targeting different consumer segments. Kenting Tea House, Buddies Cafe and Curry Factory have been in operation in the Hong Kong market.Our plan is to introduce these specialty restaurants to Mainland China when the business models are strengthened. SAP 7 Chairman’s Statement 19. 1% Mainland China Fairwood has adopted an expansion strategy in Mainland China during the year. Recognised for our quality, our stores are highly popular among the locals, and we have also extended our network of restaurants to major northern cities such as Beijing and Tianjin. Over the years, we have made headway in understanding the market by conducting market research which has enabled us to successfully capture local consumers’ palates and preferences.The results of our efforts have been positive with an excellent sales growth of 19. 1% recorded for the past year. We will continue to expand our business and to strengthen the pillars of our brand in Mainland China. Network During the year under review, the Group opened 10 new fast food stores including 6 in Hong Kong and 4 in Mainland China. As at 31 March 2012, the Group has a total of 108 stores in operation in Hong Kong, including 101 fast food stores, 2 Buddies Cafes and 5 specialty restaurants.In Mainland China, the Group operates 19 fast food stores. Corporate Recognition We believe that people and customers should always come ? rst, and thus have continuously strived to satisfy the needs of customers through the quality of both the food and the dining experience to deliver the pledge of our brand. The management is delighted to see its efforts acknowledged by the business community through various accolades received during the year. The Group has been honoured with awards in three main sectors – Brand, Service, and Human Resources Management.Our efforts have been recognised in the brand-related awards that we have garnered as follows during the year: 8 FAIRWOOD HOLDINGS LIMITED – 2011 – â€Å"Hong Kong Top Service Brand Awards 2011† by The Chinese Manufacturers’ Association of Hong Kong and Hong Kong Brand Development Council â€Å"Hong Kong Proud Brands Award† by The Chinese University of Hong Kong and Ming Pao Newspapers Limited Excellent service can enhance customer loyalty through offering a comfortable and enjoyable dining experience.Our commitment has been rewarded by the following service-related awards we received during the year: 2011 – â€Å"2011 Hong Kong Awards for Industries: Customer Service Grand Award† by the Hong Kong Retail Management Association â€Å"Service & Courtesy Award† b y the Hong Kong Retail Management Association â€Å"Customer Service Excellence Award† by the Hong Kong Association for Customer Service Excellence â€Å"Hong Kong International Airport Customer Service Excellence Programme: Team Award and Individual Award† by The Airport Authority Hong Kong â€Å"2011 Total QualityService Regime: Quality Service Award in the General Retail – Food and Beverage (Self-serve) Category† by MTR Corporation – – – 2011 – By adhering to our motto: â€Å"Enjoy Great Food, Live a Great Life†, we care for our employees as well as our customers.We are pleased that our efforts in implementing family-friendly employment policies and practices within and beyond the working environment have been acknowledged in the following citations and awards: 2011 ERB – – – â€Å"2011 Distinguished Family-Friendly Employer† by the Family Council â€Å"ERB Manpower Development Scheme Awar d† by the Employees Retraining Board â€Å"Catering Industry Safety Awards† by the Labour Department and Occupational Safety & Health Council 9 Chairman’s Statement PROSPECTS , , , , , As we embark on our 40th year of operation, we will continue to step up our efforts in gaining insights into consumer preferences while closely monitoring the market situation in Hong Kong and Mainland China so that we could align our strategies to achieve the optimal performance. We are optimistic that we can advance our business forward in this year of historical significance for the Group. At the same time, we will remain committed to our stakeholders and the community. In particular, we will further strengthen our relationships with our consumers, suppliers, employees and shareholders.Our efforts have earned us continuous support from customers over the course of four decades. Our first priority has always been to deliver a consistently excellent dining experience by pro viding quality food and service at an affordable price. Innovative delicious products, exciting marketing promotions and creative advertising campaigns are also planned for the coming year to attract more customers. Underpinning all of our efforts is our unwavering commitment to soliciting our customers’ opinions and endeavouring our best to improve our menu and products to meet their preference and maintain their loyalty.At Fairwood, our suppliers are important to our success and we treat them as our long term partners. We will continue to adopt a global procurement strategy to source authentic and quality raw materials and to proactively control food costs. Furthermore, it is highly essential for us to maintain good relationships while closely monitoring both our new and existing vendors to ensure an uninterrupted supply of tasty food that our customers have come to expect. , ?, , ,? , ,? ?, , , , , ,? , , , 10 FAIRWOOD HOLDINGS LIMITED One of the most impor tant factors behind our success is our highly experienced and loyal employees. Our employees are treated as members of a big family; their job satisfaction is thus one of our key concerns. Towards this end, the management encourages work-life balance by introducing internal and external activities for colleagues’ bene? and enjoyment. Moreover, we continue to provide comprehensive on-the-job training and reward our top performing employees accordingly. Last but not least, we believe ongoing communication and operational transparency are the keys to sustaining our relationship with our shareholders. As always, we will pay attention to our shareholders’ advice, strengthen our business model, improve our competitiveness, and achieve satisfactory returns in appreciation of their loyalty and support. APPRECIATIONStepping into Fairwood’s 40th anniversary, I would like to once again express my deepest appreciation to our dedicated staff and management team. It has not b een easy tackling the various challenges over the years, yet hand-in-hand we have managed to weather through good and bad times. I also wish to extend my gratitude to our customers, fellow directors, business partners and shareholders, for their valuable contributions and support down through the years. I am proud to be part of the Fairwood family, and we look forward to celebrating more decades of success together.Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 11 Financial Review Liquidity and Financial Resources 8. 068 8,400 3. 559 3. 346 2. 506 1. 5 5. 037 4. 677 The Group ? nances its business with internally generated cash ? ows and available banking facilities. At 31 March 2012, the Group had bank deposits and cash amounting to HK$265. 3 million (2011: HK$253. 7 million), representing an increase of 4. 6% from 2011. Most bank deposits and cash were denominated in Hong Kong dollars, United States dollars and Renminbi. At 31 March 2012, the Group had total bank l oans of HK$31. million denominated in Hong Kong dollars (2011: HK$41. 9 million denominated in Hong Kong dollars and Renminbi). All of the Group’s bank borrowings were subject to the ? oating rate basis and the maturity of borrowings are up to 2019. The unutilised banking facilities were HK$271. 1 million (2011: HK$270. 6 million). The gearing ratio of the Group dropped to 6. 2% (2011: 9. 0%), which was calculated based on the total bank loans over total equity. 1. 3 2. 444 7. 809 1. 115 At 31 March 2012, the Group had total assets of HK$806. 8 million (2011: HK$780. 9 million).The Group’s working capital was HK$111. 5 million (2011: HK$84. 0 million), represented by total current assets of HK$355. 9 million (2011: HK$334. 6 million) against total current liabilities of HK$244. 4 million (2011: HK$250. 6 million). Current ratio, being the proportion of total current assets against total current liabilities, was 1. 5 (2011: 1. 3). Total equity was HK$503. 7 million (201 1: HK$467. 7 million). 2. 653 4. 6% 2. 537 3,100 4,190 2. 711 9. 0% 2. 706 6. 2% Pro? tability 24. 1% 24. 6% Return on average equity was 24. 1% (2011: 24. 6%), being pro? s attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year. 12 FAIRWOOD HOLDINGS LIMITED Capital Expenditure 6,840 6,650 During the year, the capital expenditure was approximately HK$68. 4 million (2011: HK$66. 5 million) and these amounts were mainly used for new and existing shops renovation. Financial Risk Management The Group’s receipts and expenditures were mainly denominated in Hong Kong dollars and Renminbi.The impact of the ? uctuation in exchange rate is immaterial to the Group’s ? nancial position. The Group is exposed to foreign currency risk primarily through cash at bank that are denominated i n a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily United States dollars and Renminbi. As United States dollar is pegged to Hong Kong dollar, the Group does not expect any signi? cant movements in the United States dollar/Hong Kong dollar exchange rate.The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short term imbalances. For the purpose of offsetting the exposure of the interest rate ? uctuation, the Group had entered certain forward interest rate swaps with ? nancial institutions. The swaps were arranged to match the maturity of the repayment schedule of certain bank loans with the maturity over the next 4. 5 years and had the ? xed swap rates ranging from 2. 63% to 2. 74%. 4. 5 2. 74% 2. 63% Charges on Group’s AssetsAt 31 March 2012, the net book value of properties pledged as secu rity for banking facilities granted to certain subsidiaries of the Group amounted to HK$48. 3 million (2011: HK$48. 3 million) and no bank deposits and cash was used to pledge any loans or banking facilities. 4,830 4,830 Commitments 4,570 4,140 2,020 2,370 The Group’s capital commitments outstanding at 31 March 2012 were HK$45. 7 million (2011: HK$41. 4 million). Included in capital commitment outstanding at 31 March 2012 was an amount of HK$20. 2 million (2011: HK$23. 7 million) for the future development of the central food processing plant.In addition, the Group had other outstanding commitments of HK$0. 9 million at 31 March 2012 (2011: HK$8. 6 million) in respect of the contracting fee for operation of a fast food restaurant not provided for in the ? nancial statements. 90 860 13 Financial Review Contingent Liabilities At 31 March 2012, guarantees are given to banks by the Company in respect of mortgage loans and other banking facilities extended to certain wholly-owned subsidiaries. As at the end of the reporting period, the Directors do not consider it probable that a claim will be made against the Company under the guarantee arrangements.The maximum liability of the Company at the end of the reporting period under the guarantee is the amount of the facilities drawn down by all the subsidiaries that are covered by the guarantees, being HK$77. 6 million (2011: HK$84. 0 million). The Company has not recognised any deferred income in respect of the guarantee as its fair value cannot be reliably measured and there is no transaction price. 7,760 8,400 Employee Information 4,600 4. 434 4,600 5. 061 At 31 March 2012, the total number of employees of the Group was approximately 4,600 (2011: 4,600).Staff costs for the year were approximately HK$506. 1 million (2011: HK$443. 4 million). Employees’ remuneration is commensurate with their job nature, quali? cations and experience. Salaries and wages are normally reviewed annually based on performance appraisals and other relevant factors. The Group continues to offer competitive remuneration packages, share options and bonus to eligible staff, based on the performance of the Group and the individual employees. Also, the Group has committed to provide related training programme to improve the quality, competence and skills of all staff. 14FAIRWOOD HOLDINGS LIMITED Pro? le of Directors Executive Directors ^ Neblett Investments Limited XV Mr Dennis Lo Hoi Yeung^, aged 60, is the Executive Chairman of the Company. He graduated from the Parsons School of Design with a Bachelor Degree in Fine Arts and also attended a course on food and beverage management at New York University. After completion of his studies in the U. S. A. in 1977, Mr Lo returned to Hong Kong and obtained a Master Degree in Business Administration. In 1981, Mr Lo joined Fairwood Fast Food Limited. In 1991, he played a major role in the listing of the Company.Mr Lo was the Managing Director of the Company from 1991 to 1999. He was appointed the Chairman and Chief Executive of the Company in January 2000. On 1 January 2009, Mr Lo relinquished his role as Chief Executive but remained as the Executive Chairman of the Company. He is also a director of various subsidiaries of the Company. Mr Lo is a director of Neblett Investments Limited which has discloseable interests in the shares of the Company under the provisions of Part XV of the Securities and Futures Ordinance. Mr Chan Chee Shing, aged 58, is the Chief Executive Of? er of the Company. He received a Bachelor of Arts Degree in Economics from the University of Manitoba, Canada in 1977 and a Master of Business Administration Degree from the University of East Asia, Macau in 1987. Mr Chan has over 30 years’ experience in marketing. Prior to joining the Group, he worked as a senior executive for a restaurant group which is listed on The Stock Exchange of Hong Kong Limited (the â€Å"Stock Exchange†). Mr Chan joined the Group in 19 95. He was appointed a Director of the Company in January 1998 and was appointed Chief Executive Of? er of the Company on 1 January 2009. Mr Chan is also a director of various subsidiaries of the Company. Ms Mak Yee Mei, aged 45, is the Executive Director of the Company. She holds a Bachelor of Science Degree in Economics, a Master of Science Degree in Finance and a Master Degree in Business Administration. She is an Associate Member of the Institute of Chartered Accountants in England and Wales and the Chartered Institute of Management Accountants as well as a Fellow Member of the Association of Chartered Certi? ed Accountants and the Hong Kong Institute of Certi? d Public Accountants. Ms Mak has extensive experience in auditing, accounting and ? nancial management. Prior to joining the Company, she had held senior management positions in several companies the securities of which are listed on the Stock Exchange. Ms Mak joined the Company in 2004 and was appointed Executive Directo r, Company Secretary and Authorized Representative of the Company on 1 January 2010. She is also a director of various subsidiaries of the Company. 15 Pro? le of Directors Non-executive Director *# Mr Ng Chi Keung*#, aged 63, is the Non-executive Director of the Company.He holds a Master Degree in Business Administration. He is an Associate Member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certi? ed Public Accountants and the Chartered Institute of Management Accountants. Mr Ng has over 30 years’ experience in ? nance and management. Prior to joining the Group, he held senior management positions with a number of well-known local and overseas multinational companies. Mr Ng joined the Group in 1994 and was appointed a Director of the Company in November 1995.He was re-designated as a Non-executive Director of the Company from 1 January 2010 following his retirement from the Group. At the same time, Mr Ng was also appointed as a m ember of the Audit Committee and remains as a member of the Remuneration Committee of the Company. Mr Ng is an Independent Nonexecutive Director of Soundwill Holdings Limited which is listed on the main board of the Stock Exchange. Independent Non-executive Directors *# Mr Joseph Chan Kai Nin*#, aged 64, was appointed an Independent Non-executive Director in 1991.He graduated from The University of Hong Kong, the University of Strathclyde and The Chinese University of Hong Kong. He holds a Bachelor of Arts Degree, a Diploma in Social Work, a Master of Business Administration Degree and a Master of Education Degree. He is a Fellow Member of the Institute of Human Resources Management. Mr Chan has over 30 years’ experience in human resources development in public, commercial and educational sectors. He is currently Director of the Student Development Services, City University of Hong Kong.Dr Peter Lau Kwok Kuen#^, aged 59, was appointed an Independent Non-executive Director in September 2000. He holds a Doctorate Degree in Business Administration from The Hong Kong Polytechnic University, an MBA Degree from the University of Calgary in Canada and a Master of Buddhist Studies from The University of Hong Kong. He is a member of The Canadian Institute of Chartered Accountants and the Society of Certi? ed Management Accountants of Canada. Dr Lau had over 12 years of management and accounting experience in the private and public sectors in Canada prior to returning to Hong Kong in 1987.Dr Lau is currently the Chairman and Chief Executive of Giordano International Limited and was an Independent Non-executive Director of Hsin Chong Construction Group Limited from 2002 to 2010, both of which are listed on the main board of the Stock Exchange. He also serves as an ex-of? cio member of the Faculty Advisory Committee of the Faculty of Business at The Hong Kong Polytechnic University as well as Adjunct Professor of Marketing at City University of Hong Kong. #^ 16 FAI RWOOD HOLDINGS LIMITED * Data Modul AG Mr Tony Tsoi Tong Hoo*, aged 47, was appointed an Independent Non-executive Director in November 2008.He graduated from the University of Western Ontario, Canada with an Honours Degree in Business Administration in 1986. Mr Tsoi is an Executive Director and the Chief Executive Of? cer of Varitronix International Limited, an Executive Director of ReOrient Group Limited, a Nonexecutive Director of China WindPower Group Limited and Zhidao International (Holdings) Limited (formerly known as â€Å"Ocean Grand Holdings Limited†), all of which are listed on the main board of the Stock Exchange. He is also the Deputy Chairman of the supervisory board of Data Modul AG, which is listed on the Frankfurt Stock Exchange.Mr Peter Wan Kam To*^, aged 59, was appointed an Independent Non-executive Director of the Company and the Chairman of the Company’s Audit Committee in September 2009. He is a Fellow Member of Hong Kong Institute of Certi? ed P ublic Accountants and the Association of Chartered Certi? ed Accountants. Mr Wan was a former partner of PricewaterhouseCoopers Hong Kong and China ? rm. He has been a practicing accountant in Hong Kong for over 30 years and has extensive experience in auditing, ? nance, advisory and management.Mr Wan is currently an Independent Director of Mindray Medical International Limited (a company listed on the New York Stock Exchange, USA) and RDA Microelectronics, Inc. (a company listed on the NASDAQ). Mr Wan is also an Independent Non-executive Director of several companies listed on the Stock Exchange, namely China Resources Land Limited, Dalian Port (PDA) Company Limited, GreaterChina Professional Services Limited and Huaneng Renewables Corporation Limited. He was formerly an Independent Non-executive Director of Real Gold Mining Limited, which is listed on the main board of the Stock Exchange. # ^ *^ * # ^ Member of the Audit Committee Member of the Remuneration Committee Member of the Nomination Committee 17 Report of the Directors The Board of Directors (the â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) has pleasure in submitting their annual report together with the audited ? nancial statements of the Company and its subsidiaries (collectively referred to as the â€Å"Group†) for the year ended 31 March 2012. Principal Place of Business Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda The Company is incorporated in Bermuda. Its registered of? e is situated at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda and principal place of business is situated at 2/F, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong. Principal Activities The principal activity of the Company is investment holding. The Group is principally engaged in the operation of fast food restaurants and property investments. The principal activities and other particulars of the principal subsidiaries are set out on pages 131 to 133 to the ? nancial statements. The analysis of the principal activities and geographical locations of the operations of the Group during the ? ancial year are set out in note 3(b) to the ? nancial statements. 131 133 3(b) Major Customers and Suppliers For the year ended 31 March 2012, the aggregate amount of turnover and purchases attributable to the Group’s ? ve largest customers and suppliers represent less than 30% (2011: less than 30%) of the Group’s total turnover and purchases respectively. 30% 30% Financial Statements The pro? t of the Group for the year ended 31 March 2012 and the state of the Company’s and the Group’s affairs as at that date are set out in the ? nancial statements on pages 43 to 133. 43 33 Transfer to Reserves 130,567,000 123,842,000 Pro? t attributable to equity shareholders, before dividends, of HK$130,567,000 (2011: HK$123,842,000) has been transferred to reserves. Other movements in reserves are set out in the consolidated statement of changes in equity. An interim dividend of HK22. 0 cents (2011: an interim dividend of HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share was paid on 23 December 2011. The Board now recommends the payment of a ? nal dividend of HK38. 0 cents and a special ? nal dividend of HK40. 0 cents (2011: a ? al dividend of HK32. 0 cents and a special ? nal dividend of HK12. 0 cents) per share in respect of the year ended 31 March 2012. 22. 0 20. 0 38. 0 40. 0 32. 0 12. 0 8. 0 18 FAIRWOOD HOLDINGS LIMITED Charitable Donations 8,000 66,000 Charitable donations made by the Group during the year amounted to HK$8,000 (2011: HK$66,000). Fixed Assets 11 Movements in ? xed assets during the year are set out in note 11 to the ? nancial statements. Share Capital During the year, the Company purchased shares of the Company on The Stock Exchange of Hong Kong Limited (the â€Å"Stock Exchange†).Shares were repurchased during the year to reduce the diluti ve effect of granting share options. Details of movements in share capital of the Company during the year are set out in note 24(d) to the ? nancial statements. 24(d)(ii) Save as set out in note 24(d)(ii) to the ? nancial statements, there were no other purchases, sales or redemptions of the Company’s listed securities by the Company or any of its subsidiaries during the year. 24(d) Directors The Directors of the Company (the â€Å"Directors†) during the ? nancial year and up to the date of this report were:Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 109 189(viii) In accordance with Bye-laws 109 and 189(viii) of the Company, Mr Tony Tsoi Tong Hoo and Mr Peter Wan Kam To shall retire by rotation at the forthcoming annual general meeting and Mr Tony Tsoi T ong Hoo and Mr Peter Wan Kam To, being eligible, will offer themselves for re-election at the forthcoming annual general eeting. Independent Non-executive Directors are appointed for a ? xed term of three years and are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws of the Company. 19 Report of the DirectorsDirectors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures 352 As at 31 March 2012, the interests or short positions of the Directors and chief executives of the Company and their associates in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the â€Å"SFO†)) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise noti? d to the Company and the Stock Exchange purs uant to the Model Code for Securities Transactions by Directors of Listed Issuers (the â€Å"Model Code†) were as follows: XV (a) (a) Interests in the Company 1 Ordinary shares of HK$1 each Number of underlying shares pursuant Personal interests Dennis Lo Hoi Yeung 109,000 Family interests – Corporate interests – Other interests 55,435,384 1 (Note 1) Chan Chee Shing Mak Yee Mei 15,000 680,000 – – – – – – 1,000,000 320,000 1,015,000 1,000,000 0. 2% 0. 80% to Share Options – Total 55,544,384 Percentage of total issued shares 44. 61% 1 Limited Limited Neblett Investments Neblett CFJ Holdings CFJ Neblett CFJ Note 1: These shares were held by Neblett Investments Limited (â€Å"Neblett†) and CFJ Holdings Limited (â€Å"CFJ†). The companies are bene? cially owned by two separate trusts of which Mr Dennis Lo Hoi Yeung is a discretionary object.Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trusts a s a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Neblett and CFJ. 20 FAIRWOOD HOLDINGS LIMITED Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures (continued) (b) (b) Interests in Fairwood Fast Food Limited (â€Å"FFFL†) 10 Non-voting deferred shares of HK$10 each Personal interests Dennis Lo Hoi Yeung 11,500 Family interests – Corporate interests –Other interests 279,357 2 (Note 2) Total 290,857 2: Limited Pengto International Pengto Pengto Note 2: These shares were held by Pengto International Limited (â€Å"Pengto†), a company bene? cially owned by a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object. Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trust as a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Pengto. All the in terests stated above represent long positions.Apart from the foregoing and those disclosed under the section â€Å"Share Option Scheme† below, as at 31 March 2012, none of the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age had any other interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which had been entered in the register kept by the Company pursuant to Section 352 of the SFO or as otherwise noti? d to the Company and the Stock Exchange pursuant to the Model Code. Details of Directors’ and chief executives’ interests under the Company’s share option scheme are also set out in the section â€Å"Share Option Scheme† below. 352 XV 21 Report of the Directors Share Option Scheme On 7 September 2011, the Company terminated its then share option scheme that was adopted on 18 September 2002 (the â€Å"2002 Option Scheme†) and adopted a new share option scheme (the â€Å"2011 Option Scheme†) on the same date.As a result of the termination, no further options may be granted under the 2002 Option Scheme but the options that have been granted and remained outstanding as of that date under the 2002 Option Scheme remain effective. A summary of the 2002 Option Scheme and 2011 Option Scheme is set out below: (a) a) 2002 Option Scheme The purpose of the 2002 Option Scheme was to attract and retain the best quality personnel for the development of the Company’s businesses; to provide additional incentives to any employee of the Company or its subsidiaries or any consultant, agent, representative, adviser, supplier of goods or services, customer, contractor, business ally and joint venture partner (the â€Å"2002 Option Scheme Qualifying Grantee†) and to promote the long term ? nancial success of the Company by aligning the interests of option holders to shareholders of the Company.Under the 2002 Option Scheme, Directors were authorised, at their discretion, to invite any Director (including Non-executive Director and Independent Non-executive Director) or any of the 2002 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share. As at 7 September 2011 (being the date of termination), the maximum number of shares in respect of which options granted under the 2002 Option Scheme is 12,660,828 shares, being 10% of the issued share capital of the Company as at 23 August 2006, the date on which the refreshme nt of the mandate limit under the 2002 Option Scheme was approved by the shareholders of the Company.The maximum entitlement for any one participant under the 2002 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the Company’s shares in issue. (i) (ii) (iii) 12,660,828 10% 1% 22 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) (b) (b) 2011 Option Scheme The purpose of the 2011 Option Scheme is to attract and retain the best quality personnel for the development of the Company’s businesses; to provide incentives or rewards to any employee, Director (including Non-executive Director and Independent Non-executive Director) or of? cer of any member of the Group or any related trust or company (the â€Å"2011 Option Scheme Qualifying Grantee†) and to promote the long term ? ancial success of the Company by aligning the interests of option holders to shareholders of the Company. Under the 2011 Option Scheme, Directors were authorised, at their discretion, to invite any of the 2011 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than whichever is the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share.As at 31 March 2012, the maximum number of shares in respect of which options may be granted under the 2011 Option Scheme is 12,563,528 shares being 10% of the issued share capital of the Company as at 7 September 2011. The maximum entitlement for any one participant under the 2011 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the Company’s shares in issue. (i) (ii) (iii) 12,563,528 10% 1% The life of the 2011 Option Scheme is 10 years commencing on 7 September 2011 and expiring on 6 September 2021. During the year ended 31 March 2012, (i) (i) No option was granted under the 2011 Option Scheme; and 23 Report of the Directors Share Option Scheme (continued) (ii) 1 12. 58 11. 0 1 1 (ii) the Directors and employees of the Company had the following interests in options to subscribe for shares of the Company (market value per share at 31 March 2012 was HK$12. 58 (2011: HK$11. 10)) granted for HK$1 consideration under the 2002 Option Scheme. The options are unlisted. Each option gives the holder the right to subscribe for one ordinary share of HK$1 each of the Company. Number of options outstanding at 1 April 2011 1,000,000 Chan Chee Shing (Director) Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – Number of options outstanding at 31 March 2012 1,000 ,000 Exercise price per share 6. 26 HK$6. 26Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options – 8 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 400,000 Mak Yee Mei (Director) 1 March 2010 20% Exercisable in ? ve tranches of 20% during the period from 1 January 2011 to 31 December 2016 800,000 Employee 6 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 5 April 2010 to 4 April 2017 – (480,000) (320,000) – 6. 30 HK$6. 30 6. 23 HK$6. 23 11. 68 HK$11. 68 – – (80,000) 320,000 8. 08 HK$8. 08 8. 07 HK$8. 7 11. 68 HK$11. 68 24 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Number of options outstanding at 1 April 2011 2,358,000 Employees Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year (78,000) Number of options exercised during the year (600,000) Number of options outstanding at 31 March 2012 1,680,000 Exercise price per share 6. 26 HK$6. 26 Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options 11. 10 HK$11. 10 8 April 2009 20% Exercisable in ? e tranches of 20% during the period from 1 April 2010 to 31 March 2016 95,000 Employee 4 May 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 90,000 Employee 10 July 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 July 2010 to 30 June 2016 50,000 Employee 17 December 2010 20% Exercisable in ? ve tranches of 20% during the period from 17 December 2011 to 16 November 2018 – – – 50,000 10. 96 HK$10. 96 10. 60 HK$10. 60 – – – (30,000) 60,000 7. 69 HK$7. 69 7. 30 HK$7. 3 0 11. 46 HK$11. 46 – (60,000) (35,000) – 6. 29 HK$6. 29 6. 18 HK$6. 18 10. 78 HK$10. 78 25 Report of the DirectorsShare Option Scheme (continued) Number of options outstanding at 1 April 2011 100,000 Employee Number of options granted during the year – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – Number of options outstanding at 31 March 2012 100,000 Exercise price per share 10. 90 HK$10. 90 Closing price per share immediately before date of grant of options 10. 92 HK$10. 92 Weighted average price of closing before date of exercise of options – 16 February 2011 20% Exercisable in ? ve tranches of 20% during the period from 16 February 2012 to 15 February 2017 – Employee 28 April 2011 20% Exercisable in ? e tranches of 20% during the period from 28 April 2012 to 27 May 2019 – Employee 28 April 2011 20% Exercisable in ? ve tranches of 20% during the perio d from 1 July 2011 to 30 June 2016 – Employee 9 May 2011 20% Exercisable in ? ve tranches of 20% during the period from 9 May 2012 to 8 May 2019 800,000 – – 800,000 10. 88 HK$10. 88 10. 82 HK$10. 82 – 100,000 (80,000) (20,000) – 10. 91 HK$10. 91 10. 84 HK$10. 84 11. 76 HK$11. 76 800,000 – – 800,000 10. 91 HK$10. 91 10. 84 HK$10. 84 – 26 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Information on the accounting policy for share options granted and the weighted average value per option is provided in note 1(p)(ii) and note 21 to the ? nancial statements respectively.Apart from the foregoing, at no time during the year was the Company or any of its subsidiaries a party to any arrangement to enable the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age to acquire bene? ts by means of acquisition of shares in or debentures of the Company or any of its associated corporations within the meaning of the SFO. 1(p)(ii) 21 Substantial Interests in the Share Capital of the Company 336 As at 31 March 2012, the interests or short positions of every person, other than the Directors and chief executives of the Company, in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO, or as otherwise noti? d to the Company, were as follows: Shares directly and/or indirectly held (i) Neblett (ii) CFJ 2 1 1 2 1 (i) Neblett (Note 1) (ii) CFJ (Note 2) (iii) Winning Spirit International Corporation (Note 1) (iv) HSBC International Trustee Limited (Note 1) (v) HSBC Trustee (Cook Islands) Limited (Note 2) (vi) Allard Partners Limited 12,632,500 6,660,000 48,775,384 48,775,384 6,660,000 48,775,384 Percentage of total issued shares 39. 18% 5. 35% 39. 18% 39. 18% 5. 35% 10. 15% (iii) Winning Spirit International Corporation Limited Limited (iv) HSBC International Trustee (v) HSBC Trust ee (Cook Islands) (vi) Allard Partners Limited 27 Report of the DirectorsSubstantial Interests in the Share Capital of the Company (continued) 1 Neblett Winning Spirit International Corporation Neblett 100% Neblett HSBC International Trustee Limited Winning Spirit International Corporation 100% Neblett Note 1: These interests represented the same block of shares directly held by Neblett. Winning Spirit International Corporation owned 100% interest in Neblett and was therefore deemed to be interested in the shares directly held by Neblett. HSBC International Trustee Limited, in its capacity as a trustee of a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in Winning Spirit International Corporation and was therefore deemed to be interested in the shares directly held by Neblett; and 2 CFJ HSBC Trustee (Cook Islands) Limited CFJ CFJ 100% Note 2: these interests represented the same block of shares directly held by CFJ. HSBC Trustee (Cook Islands) L imited, in its capacity as a trustee of a rust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in CFJ and was therefore deemed to be interested in the shares directly held by CFJ. All the interests stated above represent long positions. Save as disclosed above, no other interest or short position in the shares or underlying shares of the Company were recorded in the register required to be kept under Section 336 of the SFO as at 31 March 2012. 336 Suf? ciency of Public Float Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the date of this annual report, the Company has maintained the prescribed public ? oat under the Rules Governing the Listing of Securities on the Stock Exchange (the â€Å"Listing Rules†). 28FAIRWOOD HOLDINGS LIMITED Continuing Connected Transactions 14A The particulars of the following continuing connected transactions of the Group are set out below in complian ce with the reporting requirements of Chapter 14A of the Listing Rules: (a) 28(b) (a) Tenancy agreement with New Champion International Limited (â€Å"New Champion†) As detailed in note 28(b) to the ? nancial statements, FFFL, a subsidiary of the Company, leased a property from New Champion with a lease term of three years from 10 April 2009 to 9 April 2012 for the operation of a fast food restaurant. On 31 October 2011, such lease was renewed for a further three years from 10 April 2012.As New Champion is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$’000 Rent for the year Rental deposits at 31 March 1,440 360 2011 HK$’000 1,440 360 (b) 28(c) (b) Tenancy agreement with Hibony Limited (â€Å"Hibony†) As detailed in note 28(c) to t he ? nancial statements, FFFL leased a property from Hibony for three years from 1 March 2012 for the operation of a fast food restaurant that had to be relocated due to urban renewal.As Hibony is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$’000 Rent for the year Rental deposits at 31 March 208 660 2011 HK$’000 – – 29 Report of the Directors Continuing Connected Transactions (continued) 14A In compliance with Chapter 14A of the Listing Rules in connection with the above continuing connected transactions, the Independent Non-executive Directors have reviewed and con? rmed that the transactions with New Champion nd Hibony (the â€Å"Transactions†) have been entered into: (i) in the ordinary and usual course of business; (ii ) either on normal commercial terms or on terms no less favourable than those available to or from independent third parties; (iii) in accordance with the terms of agreements governing the Transactions on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (iv) the aggregate value of the Transactions for the year ended 31 March 2012 has not exceeded the maximum aggregate annual value. The Company’s auditor was engaged to report on the Group’s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 â€Å"Assurance Engagements Other Than Audits or Reviews of Historical Financial Information† and with reference to Practice Note 740 â€Å"Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules† issued by the Hong Kong Institute of Certi? ed Public Accountants. The auditors have issued their unquali? ed letter containing t heir ? dings and conclusions in respect of the continuing connected transactions in accordance with Rule 14A. 38 of the Listing Rules. A copy of the auditor’s letter has been provided by the Company to the Stock Exchange. (i) (ii) (iii) (iv) 3000 740 14A. 38 Directors’ Interests in Contracts Save as the transactions disclosed in the section headed â€Å"Continuing Connected Transactions†, no contract of signi? cance to the Group’s business to which the Company or any of its subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. 30 FAIRWOOD HOLDINGS LIMITED Directors’ Service ContractsNo Director proposed for re-election at the forthcoming annual general meeting has an unexpired service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than normal statuto ry compensation. Pre-emptive Rights There is no provision for pre-emptive rights under the Company’s Bye-laws and the laws in Bermuda. Bank Loans 19 Particulars of bank loans of the Group at 31 March 2012 are set out in note 19 to the ? nancial statements. Five-Year Group Financial Summary 134 135 A summary of the results and of the assets and liabilities of the Group for the last ? ve ? nancial years is set out on pages 134 and 135 of the annual report. Investment Properties 136 Particulars of the investment properties of the Group are shown on page 136 of the annual report. Retirement SchemeThe Group operates a Mandatory Provident Fund Scheme (the â€Å"MPF Scheme†) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees in Hong Kong under the jurisdiction of the Hong Kong Employment Ordinance. Particulars of the MPF Scheme are set out in note 20 to the ? nancial statements. Employees engaged by the Group outside Hong Kong are covered by appropri ate local de? ned contribution retirement schemes pursuant to the local labour rules and regulations. 20 Con? rmation of Independence 3. 13 The Company has received from each of the Independent Nonexecutive Directors an annual con? rmation of independence pursuant to Rule 3. 13 of the Listing Rules and considers all the Independent Non-executive Directors to be independent. 31 Report of the Directors Auditor KPMG retire and, being eligible, offer themselves for re-appointment.A resolution for the re-appointment of KPMG as auditor of the Company is to be proposed at the forthcoming annual general meeting. By order of the Board Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 32 FAIRWOOD HOLDINGS LIMITED Corporate Governance Report The Board of Directors (the â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) is committed to achieving high standards of corporate governance practices to safeguard the interests of shareholders and to enhance corp orate value and accountability. The Company has complied with the code provisions as set out in the Code on Corporate Governance Practices (the â€Å"CG Code†) contained in Appendix 14 of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the â€Å"Listing Rules†) throughout the year ended 31 March 2012, save and except that the Chairman and/or Managing Director of the Company are not subject to retirement by rotation, details of which and the reasons for the deviation are stated below. Following the announcement of consultation conclusion on the review of the CG Code and associated Listing Rules in October 2011, The Stock Exchange of Hong Kong Limited (â€Å"Stock Exchange†) introduced a number of amendments to the CG Code and associated Listing Rules that are to be effective in 2012 (â€Å"Revised Code†). This report also describes the number of requirements under the Revised Code that the Company has adopted. Model Code for Securities TransactionsThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the â€Å"Model Code†) as set out in Appendix 10 of the Listing Rules for securities transactions by the Directors of the Company (the â€Å"Directors†). Following speci? c enquiry by the Company, all Directors con? rmed their compliance with the required standards set out in the Model Code throughout the year ended 31 March 2012. Board of Directors The overall management of the Company’s business is vested in the Board, which assumes the responsibility for leadership and control of the Company and is collectively responsible for promoting the success of the Company by directing and supervising its affairs. All Directors have taken decisions objectively in the interests of the Company and its shareholders at all times.The Board recognizes that corporate governance should be the collective responsibility of all Directors, as such, it adopted terms of reference for corporate governance functions that are in line with the Revised Code. 33 Corporate Governance Report Board of Directors (continued) The Board undertakes responsibility for decision making in major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal controls, ? nancial information, appointment of directors and other signi? cant ? nancial and operational matters. All Directors have been consulted on all major and material matters of the Company.With the advice and services of the Company Secretary, the Executive Chairman seeks to ensure that all Directors are properly briefed on issues arising at Board meetings and receive adequate and reliable information in a timely manner. Directors may choose to take independent professional advice in appropriate circumstances at the Company’s expenses, upon making request to the Board. The day-to-day management, administration and ope ration of the Company are delegated to the Executive Committee which comprises the three Executive Directors and the senior management of the Company. The delegated functions and work tasks are periodically reviewed. Approval has to be obtained from the Board prior to any signi? ant transactions entered into by the abovementioned of? cers. As at the date of this report, the Board comprises the following Directors:– Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors (â€Å"INED(s)†) Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 34 FAIRWOOD HOLDINGS LIMITED Board of Directors (continued) During the year ended 31 March 2012, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three INEDs with at least one INED possessing appropriate professional quali? atio ns or accounting or related ? nancial management expertise. The representation of INEDs is more than one third of the Board. A list containing the names of the Directors with their roles and functions has been published on the websites of the Company and the Stock Exchange. Biographical details of all Directors are set out on pages 15 to 17 of this annual report. There is no relationship among Directors of the Board and in particular, between the Executive Chairman and the Chief Executive Of? cer. The Company has received from each of the INED an annual con? rmation in writing of his independence pursuant to Rule 3. 13 of the Listing Rules.Furthermore, the Board is not aware of any relationship or circumstances which would interfere with the exercise of the independent judgment of the INEDs. Accordingly, the Company considers that all the INEDs are independent. Four full Board meetings were held during the year ended 31 March 2012 and attendance record of each Director is set out be low:– 15 17 3. 13 No. of meetings attended/held Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 4/4 4/4 3/4 4/4 3/4 4/4 4/4 4/4 35Corporate Governance Report Board of Directors (continued) All Directors well understand their responsibilities to present a balanced, clear and understandable assessment of annual and interim reports, price-sensitive announcements and other disclosures required under the Listing Rules and other regulatory requirements. The Directors acknowledge their responsibility for preparing ? nancial statements which give a true and fair view of the state of affairs of the Group. The statement of the auditor of the Company about their reporting responsibilities on the ? nancial statements of the Company is set out on pages 41 and 42 in the independ ent auditor’s report.The Directors, having made appropriate enquiries, con? rm that there are no material uncertainties relating to events or conditions that may cast doubt upon the Company’s ability to continue as a going concern. 41 42 Appointment and Re-election of Directors On 11 January 2012, the Board established the Nomination Committee with written terms of reference which are in line with the Revised Code and are posted on the websites of the Company and the Stock Exchange and are available to shareholders upon request. The Nomination Committee comprises two INEDs, Dr Peter Lau Kwok Kuen and Mr Peter Wan Kam To. Mr Dennis Lo Hoi Yeung is the chairman of the Nomination Committee.The Nomination Committee reviews the structure, size and composition of the Board, identi? es and recommends to the Board suitable candidate(s) to stand for election by shareholders at annual general meeting, or when necessary, to ? ll vacancies on the Board. The Board is empowered unde r the Bye-laws of the Company (the â€Å"Bye-laws†) to appoint any person as a director of the Company either to ? ll a casual vacancy or as an addition to the Board. For procedures for shareholders to propose a person for election as a director, please refer to the procedures posted on the Company’s website. 36 FAIRWOOD HOLDINGS LIMITED Appointment and Re-election of Directors (continued) i) (ii) According to the Bye-laws, (i) new Directors appointed by the Board during the year shall hold of? ce until the ? rst annual general meeting after their appointment and shall then be eligible for reelection; and (ii) at each annual general meeting, one-third of the Directors (other than any Director holding of? ce as Chairman or Managing Director) for the time being or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from of? ce provided that each Director (other than any Director holding of? ce as Chai rman or Managing Director) including those appointed for a speci? c term shall be subject to retirement by rotation at least once every three years.A copy of an up-to-date consolidated version of the Company’s Memorandum of Association and Bye-laws are available at the websites of the Company and the Stock Exchange. Currently, all Non-executive Directors are appointed for a speci? c term of three years, subject to retirement by rotation and re-election by the shareholders in accordance with the Bye-laws. Chairman and Chief Executive Of? cer The Chairman and Chief Executive Of? cer of the Company are Messrs Dennis Lo Hoi Yeung and Chan Chee Shing respectively whose roles are segregated and are not exercised by the same individual. A. 4. 2 Code provision A. 4. 2 of the CG Code stipulates that every director, including those appointed for a speci? term, should be subject to retirement by ro

Motions

MACHINE ELEMENTS 2 Cams ? Cam is a link having an irregular surface or groove that imparts motion to a follower ? Cams are very important and frequently occurring elements in many types of machines – especially AUTOMATIC MACHINES ? Cams are the heart of such automatic devices as automatic devices as automatic machine tools, record changers, mechanical calculators, cash registers, and many other devices. Types of Cams: Motions Used for Cam Followers: ? The motion of the follower is of primary interest in the analysis of existing cams or in the design of new cams. It is easier to analyze the motion of cam followers if their motion is plotted as a graph often referred to as DISPLACEMENT DIAGRAM A. Displacement Diagram B. Motions that are most commonly used: 1. Uniform Velocity (straight line) motion – UVM 2. Simple Harmonic Motion – SHM 3. Uniformly Accelerated motion (Parabolic Motion) – UAM or PM 4. Modified Uniform-Velocity Motion – MUVM a. Arc meth od – MUVM-Arc b. Uniform Acceleration Method – MUVM-UAM 5. Cycloidal Motion – CM A. Uniform Velocity Motion (Straight Line Motion)If the follower is to move with uniform velocity, its displacement must be the same for equal units of time. Its curve in the displacement diagram, therefore, is a STRAIGHT LINE. Example 1: Lay out the displacement diagram for a cam follower that is to have the following motions: Dwell 30O (at rest) Rise 2 inches in 90O (uniform velocity) Dwell 30O Fall 2 inches in 60O (uniform velocity) Dwell 150O B. Simple Harmonic Motion (SHM) As a point moves around the circumference of a circle with a constant velocity, its projection on the diameter of the circle moves with simple harmonic motion.How to plot in the displacement diagram? Example 2: Lay out the displacement diagram for a cam follower that is to have the following motions: Rise 2 inches in 120O (SHM) Dwell 30O Fall 1 inch in 90O (SHM) Dwell 30O Fall 1 inch in 60O (SHM) Dwell 30O C. Uniformly Accelerated Motion (Parabolic Motion) ? A motion of uniform or constant acceleration, often called parabolic motion because a graph of its equation ( s = at2 / 2 ) is a parabola. ? It is motion in which the displacement taking place in each successive interval of time proportional to the square of the time.How to plot in the displacement diagram? Example 3: Layout the displacement diagram for a cam follower that is to have the following motions: Rise 2 inches in 120O (uniform acceleration and deceleration motion) Dwell 30O Fall 1 inch in 90O (uniform acceleration and deceleration motion) Dwell 30O Fall 1 inch in 90O (uniform acceleration and deceleration motion) D. Modified Uniform Velocity Motion a) Arc Method: This method consists merely in introducing arcs at the beginning and at the end of the displacement period.The size of the arcs is arbitrary, but they are usually drawn with a radius equal to one half the displacement. The arcs are drawn first to an indefinite len gth then a straight line is drawn tangent to both arcs. b) Uniform Acceleration Method: This method consists in introducing short periods of uniform acceleration or deceleration at both ends of the displacement period. D. Cycloidal Motion ? If a circle rolls along a straight line without slipping, a point on its circumference traces a curve that is called a cycloid. How to plot in the displacement diagram?In the figure below shows how such motion is laid out in a displacement diagram. Line AB is drawn and is extended to some point such as C. A circle is drawn at C whose circumference is equal to the displacement s or whose diameter is equal to s over constant pi. The circumference of this circle is divided into a number of parts corresponding to the number of divisions along the horizontal scale. The points around the circle are projected to the vertical center line of the circle and then parallel to the line AB to the corresponding vertical lines in the displacement diagram. â€⠀Ã¢â‚¬â€Ã¢â‚¬â€Ã¢â‚¬â€Ã¢â‚¬â€Ã¢â‚¬â€Ã¢â‚¬â€- [pic] [pic] [pic] [pic] [pic] [pic] In this construction, it should be noted that the diameter of the semicircle is equal to the follower rise and that the number of divisions around the semicircle agrees with the number of divisions along the time axis (angle of cam rotation). [pic] [pic] The figure at the left shows the displacement, s of a falling object compares with arbitrary time units [pic] a) First method (Figure @ the right)In laying out this type of motion in a displacement diagram, a given displacement is divided into two halves – the first half is uniformly accelerated, and the second half is uniformly retarded motion. It is therefore, necessary that the horizontal distance involved in the total displacement be divided into an even number of divisions. [pic] b) Second Method (Figure @ the left) Figure as shown, shows an alternative method of constructing this type of motion. In this case, the half displacement is divided into equal sized divisions corresponding to the number of horizontal divisions. [pic] [pic] [pic] [pic]

Global Corporation Gatorade On The World Of Sports

Business is complex and necessary part of today’s capitalistic society and because of this it is constantly changing having to adapt to the rise of both individuals and organizations globally. The realization of these organizations can be identified through the global corporation Gatorade, who in 1965 revolutionized the world of sports. On a hot summers day at the University of Florida a never before seen drink emerged, with the purpose to assist football players who suffer from heat illness to perform better athletically morphing into the international business we know today. Made for all athletes, on all different skill levels Gatorade claims it will â€Å"quench your thirst† claiming it will make you work faster and harder when performing. Since its creation Gatorade has become a house hold name because of how effective it has been fueling athletes of all sports replenishing them with the energy, carbohydrates and salts lost in high intensity workouts. Progressively, Gatorade is available in more than 80 countries in 50 varieties. Consequently, the following will reveal the international product drink of Gatorade and the ramifications of meaning, marketing, and money. Starting in college football, the meaning of the product Gatorade comes from the name at which school it was created for the University of Florida Gators. With the purpose to make their team work superior in harder conditions with longer endurance compared to others team. â€Å"Word about Gatorade began to spreadShow MoreRelatedGatorade And Its Effect On Society1692 Words   |  7 Pagesthe international business we know today as Gatorade. Made for all athletes, on all different skill levels Gatorade claims it will â€Å"quench your thirst† claiming it will make you work faster and harder when performing. Since its creation Gatorade has become a house hold name because of how affective it has been fueling athletes of all sports replenishing them with the energy, carboh ydrates and salts lost in high intensity workouts. Progressively, Gatorade is available in more than 80 countries in 50Read MoreThe Pepsico Company: the Quaker Oats Acquisition1745 Words   |  7 PagesCompany Overview By the end of 1999, following a multi-year restricting effort, PepsiCo had once again become one of the most successful consumer products companies in the world. In less than four years, it had achieved am 80% increase in net income, on 30% lower sales, and with 75% fewer employees. PepsiCo’s major subsidiaries were the Pepsi-Cola Company, which was the world’s largest manufacturer and distributor of snack chips, and Tropicana Products, the largest marketer of branded juices. ThroughoutRead MoreGatorade vs. Powerade2782 Words   |  12 PagesGatorade is a flavored non-carbonated sports drink manufactured by the Quaker Oats Company, now a division of PepsiCo. Intended for consumption during physically active occasions, Gatorade is formulated to rehydrate and replenish fluid, carbohydrates and electrolytes. Robert Cade, Dick Malonis, Harry James Free, and Dana Shires were the medical researchers at the University of Florida who created Gatorade in 1965. The Gators football coach, Ray Graves, was frustrated with the performance of hisRead MorePepsico : Pepsico s Marketing Strategy1093 Words   |  5 Pagesstatement of, Honesty, Fairness, Integrity and Convenient Foods (Farfhan 1). This mission statement is very suitable for the company because they sell some of the most popular drinks around the world today. They have many different items that some of us may not know they have, such as Tropicana, Gatorade, Quaker and Lays chips. This was shocking to me because I was not aware that they owned Quaker oatmeal or lays potato chips. PepsiCo has 22 brands under its name that generated nearly 1 billionRead MoreCoca Cola Paper1288 Words   |  6 PagesPepsi has led by providing very aggressive and wittier advertising strategies (D’Altorio, 2010). In 2009, Coca-Cola has revenues of $31 billion and sales in more than 200 countries. The company is best known for Coca-Cola, which had been called the world most valuable brand. Coca-Cola’s has a large distribution system that includes independent bottlers partially owned by Coca-Cola, and company owned bottlers, which made Coke an almost unstoppable international power house. Cola-Cola is a globally knownRead MoreAlternative Beverages As A Competitive Global Market1227 Words   |  5 PagesAlternative beverages have become global and innovate in recent years. They are everywhere and most people have tried one or two of these beverages. These alternative beverages have evolves into what is known to most as energy drinks, sport drinks and vitamin drinks. The international market has expanded and so have the sales of these products. The market has continued to change through brands and differentiation from each other over the years. The recognition of the brands and growth are significantRead MorePepsico : Who Are They?1526 Words   |  7 PagesPepsiCo: Who Are They? Introduction Pepsi, Frito-Lay, Quaker, Tropicana, and Gatorade are all well-known brands, but did you know that they are all part of PepsiCo? A framework made up of an astonishing 360 combined years’ worth of production. â€Å"PepsiCo is one of the world’s leading food and beverage companies with over $63 billion in net revenue in 2015 and a global portfolio of diverse and beloved brands† (1). They are known for their strength in diversified product portfolio, dominance in theirRead MoreMarketing Plan: Phase Iii2489 Words   |  10 PagesDrink Description of the Attributes of Drive Gatorade has created a new energy drink that is filled with ingredients to give individuals oomph to last a whole day or more. The features, functions, and benefits of this product will help with the marketing of this product (MarketingPower, 2008). The main ingredients in Drive energy drink are caffeine and ephedrine. Both of these ingredients give the energy needed for an athlete to perform in sports, for a career person to make it through the dayRead MoreSwot Analysis : Coca Cola Company1099 Words   |  5 Pagesreport of the EDGAR and United States Security and Exchange Commission, Coca-Cola Company is one of the best non-alcoholic companies leading in various global operation sectors like marketing, manufacturing and distributing its products at global level. The company’s main products include different beverage products that are distributed around the world, and it also distributes concentrates and syrups globally. The company has several objectives. Some of them are serving customers adequately, valuingRead MoreExecutive Summary on Pepsico647 Words   |  3 PagesPepsi Bottling Group Inc, and PepsiAmericas Inc, stockholders approved and adopted a merger agreement with PepsiCo. Pepsi Bottling Group (PBG) and PepsiAmericas (PAS) were to be merged with and into Metro. However, Metro continued as the surviving corporation (PepsiCo Inc, 2011). PepsiCo offers myriad food and beverage brands. Of its many product lines, each generates at least $ 1 billion in annual retail sales. In 2009, PepsiCos revenues were more than $ 43 billion. The first quarter profit after the