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Glorious Property
Annual Report 2011
Directors’ Interests in Contracts of Significance
Save for the contracts disclosed in the section headed “Connected Transactions” below, no contract of significance (as
defined in Appendix 16 to the Listing Rules) in relation to the Group’s business to which the Company or its holding
company or subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly,
subsisted at any time during or at the end of the year.
Directors’ Interests in Competing Business
As at 31 December 2011, none of the Directors nor their associates had interests in businesses which competed or were
likely to compete, either directly or indirectly, with the Group’s businesses.
In order to protect the Group’s interests and its current business activities, the controlling shareholders of the Company,
namely, Best Era International Limited and Mr. Zhang Zhi Rong, had entered into a deed of non-compete undertaking
on 9 September 2009 (“Deed of Non-compete Undertaking”) in favour of the Company, under which each of Best Era
International Limited and Mr. Zhang Zhi Rong has undertaken and covenanted with the Company that pursuant to
the terms and conditions of the Deed of Non-compete Undertaking, they shall not and shall procure their respective
associates not to directly or indirectly engage or otherwise be interested in the business of the development, sales,
leasing and investment of properties in the PRC (other than through the Group) or business which is the same or similar
to that carried on by the Group from time to time.
The Company has received a confirmation from Best Era International Limited and Mr. Zhang Zhi Rong in respect of
their compliance with the terms of the Deed of Non-compete Undertaking during the year ended 31 December 2011.
The INEDs have also reviewed and confirmed the compliance with, and the enforcement of, the Deed of Non-compete
Undertaking by Best Era International Limited and Mr. Zhang Zhi Rong during the year.
Directors’ Interests in Shares, Underlying Shares and Debentures
As at 31 December 2011, the Directors and their respective associates (as defined in the Listing Rules) had the following
interests in the shares, underlying shares and debentures of the Company or any of its associated corporations (the
“Associated Corporations”) (within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of
the Laws of Hong Kong (the “SFO”)) which (a) were required to be notified to the Company and the Hong Kong Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests which they are taken or deemed to
have under such provisions of the SFO); or (b) were recorded in the register required to be kept under Section 352 of
the SFO; or (c) were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model
Code:
(A) COMPANY
Number of ordinary shares
Name of Director
Personal
interests
(1)
Corporate
interests
Total
Approximate %
of shareholding
(3)
Mr. Zhang Zhi Rong
15,000,000 5,314,216,436
(2)
5,329,216,436
68.39
Mr. Ding Xiang Yang
15,000,000
— 15,000,000
0.19
Mr. Cheng Li Xiong
15,000,000
— 15,000,000
0.19
Mr. Liu Ning
5,000,000
— 5,000,000
0.06
Mr. Xia Jing Hua
5,000,000
— 5,000,000
0.06
Mr. Yan Zhi Rong
5,000,000
— 5,000,000
0.06