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Glorious Property
Annual Report 2011
Continuing Corporate Governance Measures
The Group has adopted the Guidelines on Tendering Procedures for Construction Services
ʈᗳםҳᅺʈЪܸˏ
(the
“Guidelines”) on 15 April 2010, for the selection of potential bidders for the property projects carried out by the Group
and review of construction services provided by Shanghai Ditong.
The Guidelines contain (a) an independent mechanism to govern and monitor the selection process of potential bidders
for construction company; and (b) independent review procedures for the monitoring of the quality of construction work
completed by Shanghai Ditong (applicable where Shanghai Ditong is selected to provide construction services to the
Group after going through the selection process).
The Board has confirmed that the Group has complied with the independent mechanism contained in the Guidelines, as
a result of which Shanghai Ditong has been selected as the construction company for a number of projects mentioned
in the previous paragraph. The Board has also confirmed that the Group has carried out the independent review
procedures set out in the Guidelines to monitor the quality of the construction work completed by Shanghai Ditong.
The INEDs of the Company have reviewed the letter from the auditor of the Company to the Board on all the
transactions conducted between the Group and Shanghai Ditong under the Construction Services Agreement during the
year ended 31 December 2011, which was prepared in compliance with the requirements under Rule 14A.38 of the
Listing Rules. The INEDs have also reviewed the terms of the Construction Services Agreement pursuant to a meeting of
the INEDs held on 30 March 2012. They have confirmed that the continuing connected transactions of the Group for
the financial year ended 31 December 2011 have been entered into (i) in the ordinary and usual course of business of
the Group; (ii) on normal commercial terms; and (iii) in accordance with the relevant agreements governing them and
on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole.
Pursuant to Rule 14A.38 of the Listing Rules, the Company has engaged the auditor of the Company to conduct certain
procedures in respect of the continuing connected transactions of the Group in accordance with the Hong Kong
Standard on Assurance Engagement 3000 “Assurance Engagement Other Than Audits or Reviews of Historical Financial
Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the
Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The auditor has confirmed
to the Board in writing that for the year ended 31 December 2011, the continuing connected transactions, which were
governed by the Construction Services Agreement, (i) have received the approval of the Board; (ii) have been entered
into in accordance with the relevant agreement governing such transactions; and (iii) have not exceeded the relevant
cap amount for the financial year ended 31 December 2011 as set out in the prospectus of the Company issued in
connection with the listing of the Company on the Hong Kong Stock Exchange.
Related Party Transactions
Details of the material related party transactions undertaken by the Group in the normal course of business are set
out in note 36 to the consolidated financial statements. Those related party transactions which constituted connected
transactions/continuing connected transactions under the Listing Rules, which are set out in the section headed
“Connected Transactions” above, have complied with Chapter 14A of the Listing Rules.