Report of the Directors (Continued)

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

During the year under review, the company did not grant to any director or chief executive or to the spouse or children under 18 years of age of any such director or chief executive any right to subscribe for shares of the company.

At no time during the year was the company or any of its subsidiaries a party to any arrangements to enable the directors of the company to acquire benefits by means of the acquisition of shares in or debentures of the company or any other body corporate.

SUBSTANTIAL INTERESTS IN THE SHARE CAPITAL OF THE COMPANY

As far as the directors are aware, no shareholder of the company who is not a director of the company is, directly or indirectly interested in 10 per cent, or more of the issued share capital of the company.

DIRECTORS' INTEREST IN CONTRACTS

A sale and purchase agreement was signed on 7th February, 2001 between a wholly-owned subsidiary of the company and Madam Ngan Kit-ling, a substantial shareholder and a director of the company. Pursuant to the agreement, the subsidiary purchased the remaining portion of Kowloon Inland Lot No. 1300 (No. 3 Jordan Road, Kowloon) for a purchase price of HK$68,000,000 for redevelopment.

Madam Ngan Kit-ling is the sole proprietor of Ngan & Co., one of the company's solicitors, and as such has an interest in legal fees and expenses paid by the company to that firm.

Apart from the foregoing, no contract of significance, to which the company or any of its subsidiaries was a party and in which a director of the company had a material interest, subsisted at the end of the year or at any time during the year.

DIRECTORS' SERVICE CONTRACTS

No director proposed for re-election at the forthcoming ordinary yearly meeting has an unexpired service contract with the company which is not determinable by the company within one year without payment of compensation, other than normal statutory obligations.

EMOLUMENTS OF DIRECTORS AND FIVE HIGHEST PAID DIRECTORS/EMPLOYEES

Directors

(a)

(i)

Aggregate emoluments

Details of emoluments of directors of the company are set out in note 5 on the accounts.

(ii) Bandings

The emoluments in respect of the year ended 30th June, 2001 of all the directors of the company in office during the year were in the following ranges:-

Bands (in HK$) (1) Nil

- $1,000,000

(2) $1,000,001 - $1,500,000

(3) $2,500,001 - $3,000,000 (4) $9,000,001 - $9,500,000

Number 4

1

1

1

7

(b) Employees

Set out below are analyses of the emoluments for the year ended 30th June, 2001 of one employee (2000: Nil) of the group who, not being a director of the company, is among the top five highest paid individuals (including directors of the company and other employees of the group) employed by the group.

(i)

Aggregate emoluments

Basic salary, housing allowance and other benefits

HK$000's 667

(ii) Bandings

Bands (in HK$)

(1) Nil $1,000,000

-

Number

1

HONG KONG PUBLIC LIBRARIES REFERENCE LIBRARY

5

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