1996 — Page 30

董事會報告書

Report of the Directors

4 附註1、附註2及附註3所述於該72,392,060股股份 的權益出現重疊情況。Goldcorp Holdings Limited實益擁有Hopkins Limited 50%已發行 股份。Hopkins Limited為一單位信託(「單位信 託」)的受託人,而該單位信託實益擁有恒基兆業全

部已發行普通股。

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HKF

These 72.392,060 shares are duplicated in the interests described in

Note 1. Note 2 and Note 3. Goldcorp Holdings Limited beneficially

owns 50% of the issued shares in Hopkins Limited. Hopkins Limited is

the trustee of a unit trust (“Unit Trust") which beneficially owns all the

issued ordinary shares in the share capital of HD.

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李兆基博士實益擁有Goldcorp Holdings Limited全部已發行股本及Hopkins Limited

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50%已發行股份,並為該單位信託的委託人。此等

108,588,090股股份包括附註1、附註2、附註3及

附註4所述股份,以及根據證券公開權益條例第三

至第七條所規定毋須予披露權益,且於一九九六年

十二月三十一日並無記錄於本公司遵照公開權益條

例第十六 (一)條而設立的登記冊內的股份。

合約權益

Dr. Lee Shau Kee beneficially owns all the issued capital of Goldcorp Holdings Limited and 50% of the issued shares in Hopkins Limited

and is also the appointor of the Unit Trust. These 108,588,090 shares

include the shares described in Note 1. Note 2, Note 3 and Note 4 and

additional shares which did not represent interests required to be

disclosed for the purposes of Sections 3 to 7 of the SDI Ordinance and

were not recorded in the register kept under Section 16(1) of the SDI

Ordinance as at 31 December 1996.

Interests in contracts

本公司或其附屬公司於年結時或年內任何時間,並 無訂立可以令董事獲得重大利益的合約。

本公司並無與在行將召開的股東週年大會膺選留任 之任何董事訂立若於一年內終止即須作出賠償(法 定賠償除外)的服務合約。

各非執行董事並無特定委任期,根據本公司組織細 則,彼等將在本公司股東週年大會上輪流告退及膺

選連任。

購買股份、認股權證或債券的安排

本年度內任何時間,本公司或其附屬公司並無參與 任何安排,使董事、主要行政人員或其配偶或其十 八歲以下之子女可藉購買本公司或其他公司的股份 或債劵而獲得利益。

購買、出售或回本公司之上市證券

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.

None of the directors proposed for re-election at the forthcoming Annual General Meeting has a service contract with the Company which is not determinable by the Company within one year without payment other than statutory compensation.

The non-executive directors have not been appointed for a specific

term and they are subject to retirement by rotation and re-election at

the Annual General Meeting of the Company in accordance with the Company's articles of association.

Arrangement to purchase shares, warrants or debentures

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 executive or any of their spouses or children under eighteen

years of age to acquire benefits by means of acquisition of shares in or debentures of the Company or any other body corporate.

Purchase, sale or redemption of the Company's listed

securities

本年度內,本公司或其任何附屬公司並無購買、出 售或回任何本公司的上市證券。

During the year, neither the Company nor any of its subsidiaries has

purchased, sold or redeemed any of the Company's listed securities.

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