Title Governance of Hong Kong companies

Author(s) Cooper, Alan Jeffrey.

Citation

Issue Date 1990

URL http://hdl.handle.net/10722/37545

The author retains all proprietary rights, (such as patent

Rights rights) and the right to use in future works.
 GOVERNANCE

OF

HONG KONG COMPANIES

A . J. COOPER

A dissertation submitted in partial fulfilment of the Master of Business

Administration degree at the University of Hong Kong, October 1990.
 Acknowledgements

Acknowledgements are due to Bob Tricker and Gilbert Wong,

my joint tutors for this dissertation, for their advice, direction and
encouragement. Thanks are also due to John Whitman for his advice
regarding the valuation of companies and true return to shareholders,
as well as his invaluable assistance with the vagaries of dBase IV
computer program, and to the staff of the Mong Kwok Ping Data Bank
for their help in locating data.

Acknowledgement is also made of the assistance of all those

company secretaries, or their delegates, who returned questionnaires,
and of M r P. Murphy of the Company Law Reform section of the
Registrar General's Office for his time in discussing the future direction
of Hong Kong Law.

Major sections of the manuscript were typed in draft by Dibby

Leung, Elaine Hui and Josie Wong on Olivetti wordprocessors and
transferred to my own computer for manipulation under WordPerfect
by a very convoluted process; so much for the electronic office!
Thanks also to Clive Howard for printing this final version, when we
eventually managed to get his I B M P C to talk to his Apple laser
printer!

Lastly I would like to thank my wifeCarolyn, for her support

and understanding during the three years of the MBA degree course
and particularly during the last few months when the preparation of this
tome took precedence over everything else.
 CONTENTS

C H A P T E R O N E - INTRODUCTION 6

CHAPTER TWO - REVIEW O F COMPANY L A W I N HONG K O N G

A N D O T H E R JURISDICTIONS 9
2.1 English Company Law 9
2.1.1 The Form of a Company Under English Law 10
2.1.2 The General Meeting 11
2.1.3 The Board of Directors 12
2.L4 Executive Directors 14
2.1.5 Qualifications of Directors 16
2.1.6 The Director's Report 17
2.1.7 Duties of Directors 18
2.1.8 Insider Dealing 20
2.1.9 Self Regulation by the Stock Exchange 24
2.1.10 Disclosure of Information 26
2.2 Hong Kong Company Law 30
2.2.1 History 30
2.2.2 Differences Between Hong Kong and English
Company Law 32
2.2.3 Regulation by the Stock Exchange of Hong Kong. . . 35
2.2.4 Insider Dealing 35
2.2.5 Disclosure of Interests 38
2.3 Singaporean Company Law 40
2.4 Australian Company Law 41

C H A P T E R T H R E E CORPORATE GOVERNANCE ISSUES 43

3.1 Governance Issues - The Literature 43
3.2 Governance issues in Hong Kong Companies 46
 3.4 Minority Protection 50
3.5 Legal Remedies for Minorities 51

CHAPTER FOUR - OBTAINING D A T A O N H O N G K O N G

COMPANIES 56
4.1 Methodology, Problems and Solutions 56
4.2 Questionnaire Survey 63

CHAPTER FIVE _ ANALYSIS O F DATA AND RESULTS 65

5.1 Questionnaire Survey 65
5.1.1 Frequency of Board Meetings 65
5.1.2 Duration of Board Meetings 66
5.1.3 Subcommittees and Working Parties 68
5.1.4 Statements on Style of Board 69
5.1.5 Board Functions 71
5.2 Data from Company Reports 73
5.2.1 Board Size 73
5.2.2 Executive and Non-Executive Directors 74
5.2.3 Return to Shareholders 76
5.2.4 Remuneration 80
5.2.5 Interlocking Directorships and Independent
Directors 85

CHAPTER SIX - SUMMARY, CONCLUSIONS AND

RECOMMENDATIONS 89
6.1 Summary of Study 89
6.2 Conclusions 90
6.2.1 Questionnaire Survey 90
6.2.2 Data from Published Sources 91
6.2.3 Recommendations 92
REFERENCES AND BIBLIOGRAPHY 94

APPENDIX A
Letter and Questionnaire to Company Secretaries 98

A P P E N D I X B1
Names of Company Secretaries - Individuals 103

A P P E N D I X B2
Names of Company Secretaries - Secretarial Services C o m p a n i e s . 106

APPENDIX C
Questionnaire Results 108

APPENDIX D
dBase Files Used and Listings of Main Files 113

A P P E N D I XE l
Directors with Multiple Directorships in the Same Group 140

A P P E N D I X E2
Directors with Independent or Partly Independent Multiple
Directorships 145
CHAPTER ONE - INTRODUCTION

There have been many studies of governance of companies in the U S A andU K

but literature on governance of Hong Kong companies is sparse, although a body of
literature exists concerning the cultural differences between the western-style
corporation and the overseas Chinese family oriented business (e.g. Redding and
Wong, 1986).

Following the October 1987 stock market crash the operation of the securities
market and, to a lesser extent, the governance of companies has come under increasing
scrutiny. The mood is one of less laissez-faire and more regulation, and a study of
the governance of Hong Kong companies is timely.

So just how do boards of Hong Kong companies compare to their counterparts

in the USA, UK and elsewhere and are they really more or less effective in running
companies? These questions are rather too broad for an MBA dissertation but a start
must be made somewhere and this study ventures to do that. Possible objectives were
narrowed down by discussion with tutors and eventually crystallized to include the
following:-

- To review company law in Hong Kong and compare it with

company law in other countries which derive their law from
English law, concentrating on those aspects relating to
governance.

- To collect relevant data on Hong Kong listed companies.

- To analyse that data in order to find whether relationships exist

between the various parameters of boards and the parameters of
companies, in particular their type of industry and the
ownership pattern.
 - To make recommendations for improvements in the law and
regulatory framework, and for further study.

Of course, objectives often have to be modified in the light of experience as

a study progresses and this one was no exception, but the main goals have
nevertheless been substantially achieved. That is not to say that more could not have
been accomplished. As the study progressed, more and more avenues for potential
study became apparent, but the scope had to be limited in order to reach a conclusion
within the allotted time.

The intended review of company law in Hong Kong became a review of

English company law, partly because there is much more literature about it than about
Hong Kong company law, and partly because the literature on Hong Kong company
law refers constantly to the English company law on which it is based, and to English
case law. As a result chapter 2 is a review of English company law with a following
section on Hong Kong company law illustrating the differences. A brief look at
Singaporean and Australian company law is included.

Chapter 3 briefly reviews the existing literature on governance and discusses

the main issues in western countries, such as the U S A and Great Britain, where much
of the previous research has been done, and considers their applicability in Hong Kong
and whether there are any special governance problems associated with Hong Kong.

Chapter 4 describes the process of collecting the relevant data on Hong Kong
companies and describes the difficulties experienced during the performance of this
task. It is an understatement to say that really useful data on boards is difficult to
obtain in Hong Kong, because there is less disclosure legally required than in other
jurisdictions, and because the general business atmosphere is less open, especially
about the internal workings of companies. A postal questionnaire survey which was
carried out in order to supplement the data available from published sources is also
described. The response was less than overwhelming but better perhaps than had been
expected

Chapter 5 describes the analyses of the data and presents the results of those
analyses in detail. Certain relationships, or rather trends, are identified from those
analyses and general discussion of the implications accompanies each analysis.

Chapter 6 summarises the study, following which conclusions are drawn and
some recommendations for further research and future amendment of the legal
framework are given.
CHAPTER TWO - REVIEW OF COMPANY L A W IN HONG
K O N G AND OTHER JURISDICTIONS

Company law in Hong Kong is derived from English law but, like many other
aspects of Hong Kong, it lags behind the U K by several years. The present
Companies Ordinance is based on the English Companies Act 1948 with amendments,
but has not been amended to bring it into line with the 1985 consolidation of English
company law or later amendments. A review of the requirements of English company
law, as it exists at present, is helpful in understanding Hong Kong company law. The
present chapter therefore gives such a review and discusses the differences between
Hong Kong company law and English company law as they exist at present.
Developments in other jurisdictions which use English company law as their basis are
also included.

2.1

Prior to 1844 companies could only be incorporated by Royal Charter, so most

companies were unincorporated, but the 1844 Joint Stock Companies Act required
registration and regulation of all unincorporated companies, although the liability of
members was still unlimited. Since creditors had to sue each shareholder in a separate
actionthey generally sued the richest who were therefore somewhat reluctant to invest
their capital However, limited liability could be the subject of individual contracting
between the shareholders and the creditors and, not unnaturally, those richest
shareholders used complex deeds of settlement and tortuous legal procedures to
produce the effect of limited liability.

After some debate, true limited liability was introduced in the Limited Liability
Act of 1855partly because British companies were being incorporated in France and
America which had already introduced it (Farrar et al, 1988). Subsequently the Joint
Stock Companies Act 1856 introduced the modern form of constitution consisting of
the Memorandum and Articles of Association whilst the Companies Act of 1862
consolidated earlier laws and enlarged upon themestablishing the law in similar form
to that which exists today.

English company law has thus evolved from the original 1844 legislation
through a series of revisions, additions and consolidations, the last major consolidation
being that of 1985. However, even then the law did not remain unaltered for long.
Numerous amendments and repeals were necessary because of the Insolvency Acts of
1985 and 1986the Financial Services Act 1986 and the Company Directors
Disqualification Act 1986. A further Companies Act in 1989 brought in revisions
regarding auditors, investigation powers, registration of charges, directors liability,
disclosure of interests in shares and the definition of subsidiaries, as well as amending
the Company Directors Disqualification Act 1986. So the 1985 Act is no longer the
single main Act covering company law that it was intended to be, although it is still
the largest

2.1.1 T h e Form of a Company Under English Law

A company under English Law is a legal entity quite separate from its owners
and its managers, with statutory rights and responsibilities. The legal definition of a
company is "an association of any two or more persons associated for a lawful
purpose"that purpose normally being the economic gain of the personswho are
referred to in the Companies Act as members or subscribers. A company must be
incorporated before it can operate and to do this the members are required to file a
Memorandum of Association and Articles of Association with the registrar of
companies. The basic constitution of a company is set out in these documents which
for a private or public company limited by shares, have become largely standardised
under the influence of the model tables A and B of the Companies (Tables A to F )
Regulations 1985 appended to the Companies Acts, and of specialist company lawyers
and books of precedents. The Memorandum is required to state the company's name,
 ~ 11 -

objects, domicile, share capital and that the liability of the members is limited.
Everything else is regarded as a matter of administration to be dealt with in the second
document, the Articles of Association. They usually contain regulations on matters
such as the share capital, meetingsdividends, accounts and the like, but the most
important are those relating to the company's organs.

The Memorandum of Association laying down the company's constitution is

only alterable to the extent permitted by the Companies Act, but it has become much
more flexible in recent times and just about every provision of the Memorandum,
except that fixing the country in which its registered office is to be situated, can be
altered by the company itself, unless the Memorandum expressly provides to the
contrary. The Articles may be added to or amended by a special resolution of the
company, i.e. a resolution passed by a three quarters majority of the members voting,
after 21 days written notice has been given of the intention to propose it as a special
resolution.

22 The Genera! Meeting

A company has two primary organs, the members in general meeting and the
directorate. This is analogous to a parliamentary democracy where legislative power
rests with the people but the administration is left to executive government, which is
subject to a measure of control through the power of the people to force a change of
government at the general election. With a company, supreme rule-making authority
rests with a general meeting of the members, which must be held at least once i n each
calendar year, but the administration is left to the directors.

The members vote on resolutions including appointment or reappointment of

the directors. In most cases a simple majority vote is sufficient, but the Companies
Act provides that certain things can only be done by an extraordinary resolution.
which requires a three quarters majority, and others by a special resolution which
requires longer than the normal notice and a three quarters majority. The constitution
may entrench certain rights still further by embodying them in the Memorandum and
providing that they shall be unalterable.

Although it would be possible for the company in general meeting to exercise

all the powers of the company, it would not be practical (except in the case of a one
or two man company) for day to day administration to be undertaken by such a
cumbersome method. So the Articles provide for a board of directors and say what
powers are to be delegated to the board and how it is to be appointed and changed.

2.1.3 The Board of Directors

A l l registered companies must have directors, minimum age 18and there must
be at least two, but the Act says little about the means of first appointing these
directors, leaving this to the articles of association. They do not have to be members
of the company. Section 10 of the Companies Act 1985 requires a statement naming
the first directors and secretary to be filed with the Memorandum and Articles. The
company must publicise the names of its directors at the Companies Registry and keep
a register of the directors, which must be available for inspection at a reasonable
charge, at its registered office.

The model articles in Table A of the Companies Consolidation Legislation

1987 require retirement of all directors at the first annual general meeting, retirement
of one third at subsequent meetings and filling of the vacancies at the annual general
meeting. As stated above these provisions are alterable. Section 292 provides that
each appointment shall be voted on individually except in the case of a private
company or unless the meeting agrees that two or more shall be included in a single
resolution. There is nothing in the Act to provide that an ordinary resolution suffices
to elect a director, but this is the normal practice. Therefore a member holding 51%
of the voting shares can be sure of electing the whole of the board orat any rate, of
having a veto over the constitution of the whole of the board. There isin England,
nothing comparable to the system of cumulative voting which is optional or
compulsory in most American states and which secures something like proportional
representation. This system has now been extended, on an optional basis, to some
Commonwealth countries with Companies Act based on the English model, but though
it has its advocates it seems unlikely to be introduced in the UK or Hong Kong. More
likely are the introduction in UK, at least for the larger companies, of compulsory
worker directors and, perhaps, of a two-tier board structure as a result of EEC
harmonisation. Either of these developments would involve substantial amendments
of the legal position.

Under an article in Table A the directors, and no one elseare responsible for
the management of the company, except in the matters specifically allotted to the
company in general meeting. The modem practice is to give the directors the right
to exercise all the company's powers, except where the general law expressly provides
that they must be exercised in general meeting. Therefore, unless the Articles are
amended from those in Table A, directors may act as they think fit, as decided in a
Board meeting, and the members in general meeting cannot interfere with it. This
applies even as regards matters not specifically delegated to the directors provided
they are not expressly reserved to a general meeting by the Act or the articles*

One of the main problems facing company law is to provide an adequate

system of checks and balances between the various organs of the company. In theory
the directors are answerable to the general meeting, but especially where the shares
are widely held, many members fail to attend the general meetings and directors are
able to use proxy votes to exercise control over the general meeting. It often requires
a major debacle to galvanise smaller shareholders into taking action such as to dismiss
the directorate and appoint others in their place, or alter the articles so as to restrict
the powers of the directors for the future. Action to correct a deteriorating situation
needs to be taken much earlier.
 Except by altering the articles, the members in general meeting cannot direct
how the company's affairs are to be managed, nor can they ovemile any decision
come to by the directors in the conduct of its business. Yet an ordinary resolution in
general meeting can dismiss the directors and replace them with more compliant ones.
It seems odd that it cannot take the less drastic step of over-raling them on a single
issue.

2AA

This wide delegation of powers is to the directors acting as a board, not to the
individual directors but it is obviously impractical, in the case of large companies, for
day to day administration to take place at formal board meetings which are held, say,
once a month or less frequently. The directors are therefore empowered to appoint
one or more of their number to the office of managing director or to any other
executive office for such period and on such terms as they shall think fit; provisions
enabling this to be done are at article 84 of Table A . In most companies there will
be one or more executive (or working) directors holding office under formal or
informal service agreements whereby they are bound to devote the whole or some part
of their time to the service of the company.

The managing director is usually be appointed on the terms that he shall only
perform such duties as are from time to time assigned to him by the board and that
he shall conform to their orders and instructions. Where these terms are adopted the
board have, in theory, the widest powers of curtailing the range of his activities. But
many, and perhaps most, of the company's powers which have been primarily
delegated to the board will be sub-delegated by them to the managing director or other
executive directors. The management have to ensure that the decisions of the board
are implemented and its policy carried out and, in practice, these officers will do much
more than merely carry out the decisions and policy of the board; they will themselves
make decisions and decide on policy.
 Thus the business of the directorate is more and more one of laying down
policy in the most general terms and exercising equally general supervision over the
way in which it is carried out; everything else is left to the managers. The shift of
power from the general meeting to the board has received a considerable measure of
legal recognition, but similar recognition of the further shift from the board to the
management has not occurred. The latter is regarded in law as fully answerable to
and controllable by the board. Even though the board has delegated powers to
executive directors it can still interfere with the exercise by the managers of these
powers.

The non-executive directors will merely be expected to pot in an appearance

at occasional board meetings, and will receive relatively small fees in accordance with
provisions in the articles, which generally provide that fees shall be voted annually in
general meeting. Executive directors, on the other hand, will have to work for their
living, but will probably be paid quite handsomely, normally by way of salary and
commission, in accordance with a contract of employment on terms settled by their
fellow directors.

It is obvious that the system is capable of being abusedsince directors could

bleed the company by voting themselves excessive salaries, expense allowances and/or
severance arrangements involving large sums. One reason for having non-executive
directors is to provide the checks and balances to combat such abuses. The 1948
Companies Act attempted to minimise the dangers by providing for disclosure of the
total emoluments received by directors, by prohibiting tax-free salaries and by
invalidating payments of compensation for loss of office unless confirmed in general
meeting. The 1967 Act made service agreements open to inspection and provided for
disclosure in greater detail of directors' emoluments. The 1980 Act went further by
requiring shareholder approval of any term in a service contract whereby, broadly
speaking, the director's employment is to continue for a period in excess of five years,
and the 1985 Act extended the application of this measure to eliminate certain

loopholes.
2.L5 Qualifications of Directors,

A "director1' is not defined in the Companies Act, but section 741 states that
it "includes any person occupying the position of director, by whatever name called".
Shadow directors and alternate directors are, however, defined. There are almost no
qualifications stated for a person to be a director, and although the Cohen Committee
tried to ensure that directors should normally retire when they attained the age of 70
the provision as finally enacted (section 293) is so riddled with exceptions that it has
proved of little value.

As stated above, directors need not be members of the company unless the
Articles so provide. Formerly it was customary for the Articles to require directors
to be possess a minimum number of shares but now the possibility of a complete
separation of owners and managers is recognised and Table A no longer requires a
share qualification.

The Company Directors Disqualification Act 1986 and the Insolvency Act 1986
together provide many provisions which concern disqualification of directors.
Undischarged bankrupts are disqualified and commit a criminal offence if they act as
directors without leave of the court. This is the only reason for automatic
disqualification; others are at the discretion of the courts or the Secretary of State.
The court may restrain those convicted of certain offences including fraud, or who
have been persistently in default in delivery of documents to the registrar of
companies, from acting as directors or taking part in the management of companies
for a maximum period of five or fifteen years depending on the case. The court must
report to the Secretary of State persons who have shown themselves to be unfit by
their conduct as directors of insolvent companies, and he may apply for a
disqualification order for a minimum period of two years.
 Articles of Association commonly provide for the vacation of office by
directors in certain events, including their resignation, prolonged absence from board
meetings or insanity.

It should perhaps be pointed out that, under section 289, a director need not
be a natural person: another company may be appointed and this device is sometimes
found useful to enable a holding company to maintain complete control of a
subsidiary. (A publicly listed company is, however, effectively barred from such
practice by the Stock Exchange listing rules).

2.1.6 The Director's report

A report by the directors "with respect to the state of the company's affairs,
the amount, i f any, which they recommend should be paid by way of dividend, and
the amount, i f any which they propose to carry to reserves m u s t be attached to the
balance-sheet, and to be circulated and publicised with it. They must state the names
of the directors and the principal activities of the company and its subsidiaries and any
significant changes. In particular they must draw attention to changes in fixed assets
and, i f the balance-sheet value of any land differs substantially from market value,
must indicate the difference ,,with such degree of precision as is practicable." If
shares or debentures have been issued, details must be given with reasons for the
issues.

Disclosure is required of the aggregate emoluments, pensions and compensation

for loss of office of directors and i f the emoluments exceed 60,000 then the actual
remuneration of the Chairman, and that of the other directors in incremental bands
must be given. Directors interests in contracts of significance in relation to the
company's business and of any arrangements for enabling directors to acquire benefits
by the acquisition of shares or debentures of the company or any other body corporate
must also be declared. The provisions relating to disclosure of shareholdings and
dealings by directors are supplemented by requiring details of each director's holdings
at the beginning and end of the financial yearas are those relating to turnover by
requiring details of the proportions of each class of business to total turnover and
profitability. Loans, quasi-loans, credit transactions and other transactions in which
the director had a material interest are required to be disclosed under section 232.

Unless the number of employees of the company and its subsidiaries is less
than one hundred, the number employed and their aggregate remuneration must be
stated. If the company and its subsidiaries have made donations for charitable or
political purposes exceeding 50 in all, details most be given of the amounts
subscribed for each purpose. And if a company and its subsidiaries have a turnover
exceeding 250,000 and their business includes the supplying of goods, the value of
goods exported must be given. These last two requirements have been strongly
attacked as political gimmicks but can perhaps be justified on the ground that
shareholders have a right to know what charities and political aims are being
supported by their money - as perhaps have the public too - and that publication of
export figures is an ingenious way of encouraging the export drive.

Finally, the report must give particulars of any other matters which are material
for the appreciation of the company's affairs by its members, unless disclosure would
be harmful to the business of the company or its subsidiaries. In addition, the report
must now contain such information as may be prescribed concerning arrangements in
force for securing the health, safety and welfare at work of its employees and for
protecting other persons against risks to health or safety arising out of the activities
at work of its employees.

2.1.7 Duties of Directors

The case law relating to directors duties was reviewed by Mr. Justice Romer
in the City Equitable Fire Insurance Co. case and reduced to three propositions.
 19 -

1. A director need not exhibit in the performance of his duties a

greater degree of skill than may reasonably be expected from a
person of his knowledge and experience.

2. A director is not bound to give continuous attention to the

affairs of his company. His duties are of an intermittent nature
to be performed at periodical board meetings, and at meetings
of any committee of the board upon which he happens to be
placed. He is not, however, bound to attend all such meetings,
though he ought to attend whenever in the circumstances he is
reasonably able to do so.

3. In respect of all duties that, having regard to the exigencies of

business and the articles of association, may properly be left to
some other official, a director is, in the absence of ground for
suspicion, justified in trusting that official to perform such
duties honestly.

It is not negligent to trust an official whose previous conduct has given no

ground for suspicion, but duties must not be entrusted to an obviously inappropriate
or unqualified official; the handling of the investments of a finance company must not
be left to the office boy. One of the grounds on which the City Equitable directors
were held to have broken their duties was that they had allowed the managing director
to usurp functions not delegated to himand had permitted the company's stockbrokers
to retain large sums without security in a manner more appropriate to bankers than to
brokers.
 -20 -

2.1.8 Insider Dealing.

Sanctions against insider dealing in the U K involve both criminal law and self
regulation. No remedies are as yet available under civil law, and although the 1973
and 1978 Companies Bills promised limited civil redress, they failed to become law.

Criminal sanctions against insider dealing were first introduced in Part V of the
1980 Companies Act, now consolidated in the Companies Securities (Insider Dealing)
Act 1985and amended by the Financial Services Act 1986. The Companies Act
1989 made further amendments to the penalties and other matters.

The Company Securities (Insider Dealing) Act 1985 prohibits an individual

connected with the company from dealing in the securities of the company if :

- he has information which he knows is unpublished

price-sensitive information,

- he holds that information by virtue of being connected with the

company, and

- it would be reasonable to expect him in the circumstances not

to disclose the information except in the proper performance of
his functions.

The Act also prohibits the same person from counselling or procuring other
persons to deal in the securities in question and from communicating the information
to other persons. Corporate bodies as such are excluded from these prohibitions,
although a board of directors could counsel and procure a company to enter into an
unlawful dealing and thus be held liable.
 Unpublished price-sensitive information is defined as in the Act as
information :-

- which is not generally known to those accustomed or likely to

deal in the securities,

- which would, if generally known to them, be likely materially

to affect the price of the securities, and

- which relates to specific matters relating or of concern (directly

or indirectly) to the company (rather than matters of a general
nature).

The Act applies to information about any company and dealing in the U K or
in overseas companies from the U K . Therefore an offence would be committed in the
following circumstances :-

- Dealing in the U K in the securities of an overseas company

with aU K listing.

- Dealing in the U K in overseas advertised securities, eg shares

in a corporation listed on the New York or Tokyo Stock
Exchanges.

- Dealing overseas in the securities of aU K listed company (but

the culprit would need to return to be prosecuted unless a
suitable extradition treaty existed with the country in which the
wrongful act occurred).
 - Counselling from the U K a person to deal abroad in the shares
of a company other than on a recognised stock exchange (so
long as they were 'advertised securities').

- Tipping from abroad a person in the U K to deal in U K listed

securities or other advertised securities.

- Tipping from the U K a person abroad to deal In U K listed or

advertised securities or overseas advertised securities.

- Dealing in or writing options in the situations in the first three

cases above.

Insiders are defined as individuals who have, at any time within the previous
six months, been knowingly connected with a company by virtue of being either >

- A director of the company or of a related company.

- A n officer (other than a director), or an employee, or someone

who has a professional relationship with, a company or related
company which might reasonably be expected to give him
access to unpublished price-sensitive information about the
securities of either company and which he would not reasonably
be expected to disclose except for the proper performance of his
functions.

The provisions of the Act are also extended to public servants, who may have
obtained price-sensitive information in the course of their job.

Persons to whom information has been passed are known as "tippees" and they
too are banned from dealing in the companies securities or those of any other
company to which the information relates. However the burden of proof necessary
in the case of a tippee is overwhelmingly high. It must be proved that :-

- he knows the insider is a connected person,

- he knows or reasonably believes that the information being

offered arises by virtue of the connection, and

- he knows or reasonably believes that it would be reasonable to

expect him not to disclose the information except for the proper
performance of the functions attaching to his position.

A person who is merely encouraged to buy the shares of a company without

being told why, is not liablebecause he has not been given information, but the
insider who does the counselling is liable.

Section 1(5) of the Act also prohibits individuals who are making, or
contemplating making, a takeover offer from dealing in the securities of the target
company in any other capacity. In other words outsiders who create price sensitive
information of their own are banned from using that information (say) to advise others
to purchase shares in the target company. However, most takeover offers are
contemplated and made by companies, not individualsso the application of this
section may be difficult. Instead, the directors would be caught by the provisions of
section 1(2) described in the preceding paragraphs.

Prosecutions under the Act are in the hands of the Director of Public
Prosecutions or the Secretary of State for Trade, which effectively means that only
serious offences will be prosecuted. However, the Companies Act 1989 gives power
to prosecute to the Stock Exchange in certain circumstances. The penalty is a fine and
up to seven years imprisonment, (increased from two years by the 1989 Act). Over
100 suspected cases were referred to the Department of Trade and Industry (DTI) by
 -24 -

the Stock Exchange in 1986 but to mid-1989 only 10 prosecutions had been brought,
and the largest penalty was a one-year suspended jail sentence and 25,000 fine plus
7,000 costs.

It is interesting to note that only three other European Community countries

have specific sanctions against insider dealing. These are Denmark, France and the
Netherlands, although Italy is in the process of enacting legislation. However, civil
remedies may be available in other countries and in Francefor instancethey have
been used in preference to the specific legislation on occasion.

2.1.9 Self Regulation by the Stock Exchange,

Prior to 1980 the regulation of insider dealing in UK relied on self regulation,

as it currently does in Hong Kong. The main regulation was by the Stock Exchange
itself, whose listing rules (the Yellow Book) formed the basis.

It contains the Model Code for Securities Transactions by Directors of Listed

Securitiesfirst published in 1977 with the intention of providing a set of guidelines
on the minimum standards expected of directors in their dealings with their companies.
It sets out seven basic principles :-

- that directors should not deal in their companies' securities on

considerations of a short-term nature,

- directors must accept that they will always be thought to be in

possession of more information than can at any particular time
be made publicly available. Accordingly they are not at all
times free to deal in their companies' securities.
notwithstanding the general constraints of the above, there must
be periods in the year when directors can be regarded as free to
deal. In choosing a time to dealdirectors should embargo
transactions for a minimum period of two months prior to the
announcement of regularly occurring information, particularly
profits, dividends and other distributions, whether or not the
information is price-sensitive. Also, dealings should not take
place which involve price sensitivity,

the grant of options is regarded as a dealing if the price at

which such option may be exercised is fixed at the time of such
grant,

because of the particular difficulty of matters of an exceptional

nature', a director even without knowledge of such matters
should be advised, when he notifies an intention to deal, that
the transaction may be inappropriate, eg because it would take
place after an announcement,

all dealings in which a director is, or is deemed to be,

interested, should be conducted in accordance with the
provisions of the Code. Where he is a trustee of securities, he
should observe the same rules, and encourage his fellow
trustees (if they are not directors) to do the same. As a trustee,
he should not use confidential information for the benefit of
those to whom he owes a fiduciary duty,

where a director places investment funds under professional

management, the managers should be made subject to the same
restrictions (as if they were dealing as insider-principals).
 -26-

Price sensitive information is required to be treated with the utmost security

and should be released as early as possible by submission in electronic form to the
Company News Service which quickly distributes it to a wide range of clients in the
Financial Sector, with the aim of making the market ,efficient.

Directors are required under the Stock Exchange rules to ensure that every
employee of the company and every director or employee of a subsidiary company,
who is in possession of price-sensitive information, should deal only in accordance
with the Code.

The Stock Exchange has a Quotations Department which undertakes

surveillance of stock price movements and which refers suspect cases to the DTI.

2.1.10 Disclosure of Information

There are two more or less exclusive sets of provisions, one relating to
directors, the other to shareholders. The reason for this distinction is because the
provisions relating to directors, introduced in the 1948 Companies Act, were designed
to prevent dealings by them with insider information, whereas those relating to
shareholders, introduced in 1967 and substantially beefed up in the 1976 Companies
Act following the notorious "dawn raids", were primarily intended to protect
companies against a secret build-up of a substantial shareholding with a view to a
take-over.

Special rules on disclosure of shareholdings apply to banks under the

provisions of the Banking Act 1987.
 -27 -

(a) Directors

On appointment directors must notify the company, in writing and within five
days, of any holdings of shares or debentures of the company, its subsidiaries, its
holding company or the holding company's subsidiaries. Section 324(6) allows that
interests in shares (but not debentures) in wholly owned subsidiaries do not require to
be disclosed, although how anyone who is being appointed as a director can have an
interest in a
directors have to notify the company, in writing and within five days, of acquisition
or disposal of any beneficial interest in shares or debentures of companies in the
group. The notice must give considerable detail regarding the transaction, including
the price at which the transfer was made. Interests of a spouse or infant child of a
director are treated as interests of a director. The company must maintain a register
of directors' interests and dealings and, within three days of receipt of noticemust
enter the information received in the register. When the company itself grants a
director a right to subscribe for it shares or debentures it must enter on the register
details of the rights and of their exercise. The register is, during business hours, to
be open to inspection by members without charge and by others on payment of a
small fee, and copies may be obtained.

Where the company receives notice of a transaction relating to listed securities

it must notify the stock exchange on which the shares are listed, not later than the end
of the next working day. Information on directors' shareholdings is also required to
be disclosed in the directors' report (see section 2.1.6 above) or in a note to the
accounts.

If it appears to the DTI that contraventions may have occurred in relation to

the above provisions inspectors may be appointed to investigate.
 -28 -

These legal rules are supplemented by a measure of self-regulation by City

institutionsnotably by the City Code and rulings by the Panel in the context of
take-overs and mergersand by The Stock Exchange as noted in section 2.1.9.

(b) Shareholders

The 1967 Act introduced provisions similar to those applying to directors in

relation to holdings of, and dealings by, any person with a substantial interest in a
company's shares. Because the principal object was to produce disclosure of who
were the actual or potential controllers of the company, their scope was and is
considerably narrower than that applying to directors. They applied only to listed
companies, to shares (not debentures) and only to shares which carried unrestricted
voting rights.

Every person who becomes beneficially interested in more than the notifiable
percentage in nominal value of such shares or any class thereof must give notice to
the company and, generally speaking, the same rules as those relating to directors
apply to the meaning of "interest" and as to the time within which disclosure is to be
made. But the information which has to be given is less extensive. In particular, the
price paid does not have to be disclosed. A separate register of these shareholdings
and dealings must be maintained by the company and this too is open for inspection
and copies may be obtained. The company is not, however, required to notify the
stock exchange on which the shares are listed. Where a director's holding is more
than the notifiable percentage, his relevant shareholdings and dealings will have to
appear both in the register and in the register of director's holdings.

A further innovation was made by the 1976 Act. Any company to which the
foregoing provisions apply (i.e. a company any of whose share capital is listed on a
recognised stock exchange) may require any member to indicate in writing the
capacity in which he holds any shares conferring unrestricted voting rights and, if he
holds them otherwise than as a beneficial owner, the names and addresses of the
persons who have an interest in them so far as that lies within his knowledge. The
company may require similar information from any person so identified. Similarly
information may be requested regarding any voting agreement or arrangement relating
to the shares. When any information is obtained it must be entered on a separate part
of the register, which is subject to the like rights of public inspection.

The notifiable percentage was initially set at 10% and reduced to

It is currently set at

Despite these provisions, the law was inadequate to deal with secret
acquisitions, such as that of Consolidated Goldfields Ltd. by a foreign buyer who used
nominees, each acquiring shares of less than 5% of the total so that no disclosure was
necessary, and followed with a "dawn raid".

The current disclosure requirements as set out in the Companies Act 1985
apply to all voting shares in public companies. Any change in a holding which causes
the total shareholding to move from below the notifiable percentage to above, or vice
versa, because of acquisition or sale of shares by a shareholder is notifiable.
Notification is also required if the shareholders holding becomes a notifiable
percentage because of change in share capital of the company, or because he has
become aware of having a notifiable interest whether or not such change has
occurred".

The principal shareholder cannot shelter behind an agent as he is required by

the law to ensure that any agent notifies him of dealing which might give rise to a
notification obligation immediately. There may possibly be situations in which a
person is unaware of having a notifiable interest although this is difficult to imagine.
The test is therefore whether the person knows about the situation. The definition of
interest is very wide and covers contracts and put and call options as well as other
arrangements to gain present or future rights of control of voting shares, but certain
interests are then excluded Family holdings are deemed to be interests, and
 -30 -

provisions also exist concerning "concert parties" but these have proved difficult to
enforce. The difficulty is to prove that parties were actually acting in concert and
although a concert party may appear likely, obtaining proof is quite another matter.

Powers of investigation of shareholdings are given to the company, who may

appeal to the courts or the DTI as a last resort, and power is also given to
shareholders owning at least 10% of the voting shares to requisition an investigation.
The problem here is that the process of investigation is slow and persons wishing to
conceal a shareholding can easily do so by using a chain of foreign nominees.

2.2 Hong Kong Company L a w

2.2.1 History

The first Companies Ordinance was passed in Hong Kong in 1865 and closely
followed the English Companies Act of 1862. The pattern was set for Hong Kong to
enact a local Ordinance following the most up to date English legislation. Initially the
number of Companies registered was quite small and few Chinese owned companies
existed and it was not until after the Second World War that the advantages of trading
through a limited company began to be appreciated by Chinese merchants here.

In the early part of this century partnerships were the normal form of business
association i n the Chinese community but Chinese merchants in Hong Kong
complained that the English partnership law was unduly harsh because it made every
partner liable for all the debts of the firm however small his interest in the firm. In
1911the Chinese Partnership Ordinance was passed in Hong Kong, "to provide for
the registration of Chinese partnerships and to enable partners therein to register and
thereby to limit their liability". This Ordinance was enacted after the Companies
Ordinance and the Partnership Ordinance but before the Limited Partnership
Ordinance, based on the English model, which was passed one year later. By Section
 31 -

5 of the Chinese Partnership Ordinance, the liability of a registered partner in a

registered firm was limited to such proportion of the debts of the registered partnership
as his interest therein bore to the total interest of all the partners, registered and
unregistered. The liability of an unregistered partner in a registered partnership was
unlimited. This Ordinance remained on the statute books of Hong Kong until the
1970s.

Meanwhile the 1908 and 1929 English Companies Acts were followed by the
1911 and 1932 Companies Ordinances respectively, following the previous pattern.
Thereafter the pattern changed and there was no general updating following the 1948
Companies Act but a number of amendments were enacted during the 60's and 70s
introducing some of the changes which had occurred in UK in the 1948 Act and the
later 1967 A c t

Public companies were not common in Hong Kong prior to 1970 and major
areas of private investment were outside the equity market. Even in 1972 when
volume of trading on the stock exchanges of Hong Kong reached half that of the
London market there were only 260 companies listed. As the ease of raising capital
through the equity markets became apparent, many more companies became listed.
The Hang Seng Index rose 5.3 times between December 1971 and March 1973a
compound rate of 13% per month, but after the discovery of fake share certificates in
mid 1973and numerous cases of fraud, the market collapsed. Following this, the
provisions of Section 37 relating to the prospectus and information it must contain
were introduced in 1973.

Against this background the Companies Law Revision Committee was spurred
to action. As well as legislation to protect investors and regulate securities, the
Companies (Amendment) Ordinance 1972 expanded greatly the role of the Registrar
of Companies, and required disclosure of certain information. But the effect was
muted by the general non-interventionist attitude of the era and many of the powers
were not exercised. The main provisions of the English 1948 Act were not
transplanted into Hong Kong Company Law until 1984.

Following the 1987 crash and the Securities Review Committee Report, the
legislation on Securities was significantly tightened and the control of the Stock
Exchange has been overhauled but company law still lags significantly behind English
Law in certain areas. Most notable of these is that there is no enacted legislation
covering insider dealing, and Hong Kong remains one of the few markets where this
is not a criminal offence.

The acceptance of English case law as precedent in Hong Kong courts is quite
normal, as indeed it is in other countries whose written law is based on English Law.

2.2.2 Differences Between Hong Kong and English Company L a w .

There are many detail differences between the company law as it stands at
present in England and in Hong Kong. The major differences which could have an
effect on governance are listed below.

- In order to remove a director, the Hong Kong Companies

Ordinance requires the company to vote on a special resolution
(which requires 34 majority of members present) at a general
meetingwhereas the UK Companies Act only requires an
ordinary resolution (which requires a simple majority).

- Hong Kong companies are not permitted to buy their own

shares whereas since 1981 UK companies are, subject to certain
safeguards for protection of creditors.
 -33 -

The rules on disclosure in accounts of directors emoluments are

much more stringent under the U K Companies Act which
requires disclosure of the emoluments of the chairman and the
highest paid director (if he is not the chairman and together
with the numbers of directors whose emoluments fall within
certain bands. The Hong Companies Ordinance, by contrast,
only requires disclosure of the aggregate of directors
emoluments.

The law on disclosure of loans to officers of the company is

significantly different and less severe, as disclosure of
quasi-loans or credit transactions is not required. This has
created grey areas in the definition of loans. However, unlike
the U K Companies Act, the Hong Kong Companies Ordinance
does not exempt financial institutions from disclosure.

Banks are given the right not to disclose transfers to and from
reserves before profits are stated. Such exemption is not given
to clearing banks under the U K Companies Act (but
interestingly the U K Companies Act does not require banks to
produce accounts which show a true and fair view).

In the UK, the DTI can instigate an investigation into the

ownership of a company under theU K Companies Act, whereas
no similar power is given to the Financial Secretary under the
Hong Kong Companies Ordinance, although the Securities
(Disclosure of Interests) Ordinance (1988) will provide such
power in respect of publicly listed companies when it is
enacted.
 - The minimum age for a director is 21 in Hong Kong whereas
it is 18 in England, reflecting the lower age of majority as far
as voting rights are concerned.

- Nominee shareholders are permitted in Hong Kong so there is

no need to disclose beneficial holdings.

- Private companies are required to produce & file audited

accounts in UK, and these are made available for public
inspection, but in Hong Kong they are required only to produce
accounts, not to file them, so members of public cannot find out
about private companies.

- There is no equivalent to the U K Insolvency Act re fraudulent

or wrongful trading in Hong Kong (Singapore Law on this
aspect is even tougher than U K on this aspect).

- Bodies corporate are not permitted to be directors of public

companies, whereas they are in the U K . The Jenkins committee
recommended that they not be allowed to be directors of
company, and this provision was included in the 1980 Hong
Kong companies Bill; it was modified before enactment so as
to apply to public companies only. The recommendation was
never passed into U K law in any form.

Thus the Hong Kong Companies Ordinance follows the U K Companies Act
in most respects, lagging behind somewhat in most respects but being ahead in others.
 -35 -

2.2.3 Regulation by the Stock Exchange of Hong Kong.

Prior to the 1987 stock market crash it has to be said that enforcement of the
listing rules was not vigorous and transgressions were not uncommon. A much
tougher line is now being taken by the Stock Exchange of Hong Kong Ltd. on
breaches of its listing rules. This is demonstrated by the recent case of Wai Yick
chairman Mr. Leung Tim and other directors who dealt in shares of the company
within the closed period before issue of the announcement of final results. They failed
to make the dealings, which involved 59% of the company's shares, public by
notifying the Stock Exchange. Mr. Mark Hanson, the Stock Exchange's executive
listing director said:

"The Exchange has taken a hard line because situations whereby people think they can breach
the listing rules could not be tolerated, otherwise there is no point in having the rules."

and has threatened to de-list Wai Yick's shares.

2.2.4 Insider Dealing.

The Securities Ordinance 1974 contained provisions making insider dealing a

criminal offence, but the section was never enacted. The Securities (Amendment)
Ordinance 1978 removed insider dealing as a criminal offence and introduced the
present system of a tribunal and public censure as a sanction. Reference to the
Tribunal is initiated by the Financial Secretary who can act independently or following
representations by the Securities Commission. The Financial Secretary can require the
Tribunal to inquire into any allegations of insider dealing within the meaning of
section 141B(1) of the Ordinance. The requisition is by notice in writing to the
chairman of the Tribunal which will define the terms of reference for the inquiry. It
is not sufficient for the Tribunal to determine that insider dealing has occurred; it must
go further and consider whether the insider dealing amounted to 'culpable insider
 -36-

dealing' meaning that none of the exceptions listed in section 141C of the Ordinance
applied to the relevant dealing in securities. These exceptions are:-

- where the sole purpose of acquiring the shares was to comply

with a shareholding qualification requirement as a director of
the relevant company,

- where the shares are acquired in the

an underwriting agreement, or

- where the shares are acquired in the

functions of a personal representative, liquidatorreceiver or
trustee in bankruptcy.

If the Tribunal concludes that there has been culpable insider dealing, it must
go on and identify the persons involved and the extent of their culpability. This
inquiry need not be limited to those who were immediately a party to the insider
dealing but may include any person connected with the dealing, and in the case of a
corporation, the individuals who exercised management control. The powers of the
Tribunal to investigate allegations of insider dealing are far reaching, and include the
ability to authorise the Commissioner for Securities to deal with any document or
article which comes into his possession for the purposes of any inquiry 'in such
manner as the justice of the case requires'. It is not entirely clear what this sentence
means, but it allows the Tribunal great flexibility. In addition, the Commissioner can
inspect the books and records of any person where there are reasonable grounds to
believe or suspect that they contain information relevant to the inquiry.

The sanction available to the Tribunal, should it make a finding of culpable

insider dealing, is to name the persons concerned. The names of culpable insider
dealers are published in a report prepared by the Tribunal, a copy of which is served
 -37 -

on the Financial Secretary; thereafter, it is made available to the public, with a copy
given to every person whose conduct was in question before the Tribunal.

There is no doubt that the Tribunal system itself works reasonably well and it
has found several persons "culpable", including Mr. L i Ka-shing, but its sanction is
a rather toothless tiger. Apart from a very public and rather temporary loss of face
those found culpable have been perceived to have "got away with it".

There has therefore been considerable criticism of insider dealing legislation

in Hong Kong. Some commentators argue that insider dealing should be a specific
criminal offence, as in U S A and U K , and that only when it is treated in this way will
the international financial community have confidence in Hong Kong. However, there
have been very few successful convictions for insider dealing offences and the
difficulty of successfully prosecuting such cases, together with the associated cases,
should not be underestimated.

The Report of the Securities Review Committee (May 1988) avoided making
a recommendation as to whether insider dealing should be made a criminal offence
rather than just a matter of public censure. The Report suggested that a strengthening
of insider dealing laws need not go as far as creating a criminal offence, but could
include debarring directorships and freezing voting rights.

However, the legislators seem to have gone further than suggested by the
committee as the Securities (Insider Dealing) Ordinance (1990)which was gazetted
on 27th July 1990whilst retaining the Tribunal system gives it power to:-

- make culpable insider dealers disgorge the profits made,

- impose a penalty equal to 3 times the amount of profit made or

loss avoided, and
 -38 -

- ban them from acting as a director of any company for up to 5

years.

25 Disclosure of Interests.

The Securities (Disclosure of Interests) Bill 1987 stated in its explanatory

memorandum that the purpose of the Bill was

to require the beneficial owners of substantial shareholdings in listed companies to

disclose particulars of their shareholdings and to require the directors and chief
executives of listed companies to disclose particulars of their beneficial interests in
shares in and debentures of such companies and their associated corporations.

The bill became the Securities (Disclosure of Interests) Ordinance by receiving

assent on 14 July 1988 and will come into operation on a day to be appointed by the
Governor by notice in the Government Gazette. As at September 1990 that notice had
not yet appeared, an extraordinary situation. However, it has not been delayed, as
might be imagined, by lobbying by powerful business interests to water down the
proposals. On the contrary, it has been delayed because of pressure from the Stock
Exchange and the Corporate Finance Division of the Securities and Futures
Commission who wish to strengthen the Ordinance. One amendment was passed in
July 1990 requiring that shareholders notify the Stock Exchange at the same time as
the company of any notifiable share dealings. Previously the Ordinance required the
shareholder to notify the company and the company to notify the Stock Exchange and
the change is designed to stop any possible insider dealing.

When the Ordinance is finally gazetted the law on disclosure will be

significantly improved as the drafting is wide enough to include 'associated
corporations'. Not only are shareholder and management disclosures required, but also
'group' disclosures. Given disclosure of this nature, the actual liquidity of a
company's shares can be monitored, giving further support to the provisions of the
 -39-

Hong Kong Code on Takeovers and Mergers relating to the shareholding (35 per cent
of the issued share capital) which must be achieved before there is a duty to make a
general offer.

The provisions relating to the duty to disclose, registers and definitions of who
is an interest are similar to those in U K except that the trigger point is 10%
shareholding in a listed company rather than 2% and the price at which the shares
were transacted is not required to the disclosed. Provisions regarding conceit parties
are also included although, as in UK, proving the offence in a court of law will be
difficult.

Policing of the provisions of the Ordinance is, in part, the responsibility of

listed companies. A listed company could by notice in writing require a person whom
the company knows or has reasonable cause to believe has an interest, or at any time
during the three years immediately preceding the date on which the notification is
issued to have been interested, in the company's shares;

- to confirm or deny that fact; and

- (i) to give particulars of past and present interests during

the three year period;

ii) where another person has or did at any time during

the three year period have an interest in that person's
shares, then this must be disclosed together with
particulars of that other person.

A company could be requisitioned to exercise the powers of investigation

outlined above by not less than one-tenth of the shareholders of the company's paid-up
capital. The teeth of the Ordinance are the provisions whereby the Financial
Secretary may appoint inspectors to investigate the shareholders of a listed company
 -40-

where it appears that circumstances exist which suggest that contraventions may have
occurred in relation to a listed company's shares or debentures. This is a very wide
power, requiring no actual knowledge on the part of the Financial Secretary to justify
such an investigation, although the scope of the appointment can be defined.

2.3 Singaporean Company Law

The body of company law in Singapore consists of the Companies Act (Cap
50) Singapore Statutes, 1985 and the Companies (Amendments) Act 1987. These are
based on partly on English company law but also borrow heavily from Australian
company law. Thus as in other English law based jurisdictions, precedents set by
English case law are accepted where they do not conflict with the provisions of the
Singaporean Acts and gaps in the Singaporean Acts may be filled in by reference to
English Law, although this latter point is disputable. There also exists the Securities
Industry Act which is based largely on the US Securities and Exchange Act.

Three types of company limited by shares are recognised. These are the public
company, the private company and the exempt private company. The latter is one
which has no more than 20 members and in which no beneficial interest is held
directly or indirectly by any corporation. The exempt status gives exemption from
filing financial statements with annual returns, and allows it to make loans to its
directors, or provide guarantees or security for loans to directors, which for other
companies is illegal

Most provisions of the Companies Act are similar in nature to those in Hong
Kong, but section 157(2) specifically prohibits insider dealing by officers or agents of
the company (even after they have ceased to hold office). Section 103 of the
Securities Industry Act also deals with insider dealing whilst Section 102 deals with
fraudulent activity whether by insiders or outsiders.
 -41 -

2.4 Australian Company Law

Australian company law is, again, based on English law, but because Australia
is a commonwealth of independent states, each state enacted its own legislationso
that by the late 1950s the Companies Acts although broadly based on the same theme
varied markedly in their detail. Some were more modem than others, and each had
provisions peculiar to itself. This made multi-state operation of companies very
difficult because a company was treated as a foreign company outside of its state of
incorporation.

In 1962 each state enacted the Uniform Companies Act to effectively unify the
Australian companies legislation for the first time, although wording was not exactly
the same in each state. A major review of the Law was undertaken in 1967-70 by the
Company Law Advisory Committee and amending legislation was enacted by all states
in 1971-73. In 1974 the governments of four states signed an agreement to increase
the uniformity and establish reciprocal arrangements. A recognised company then no
longer had to file accounts etc. as if it were a foreign company when it operated
outside its state of incorporation.

In 1979 a National Companies and Securities Commission (now renamed the

Australian Securities Commission) was set up to promote further unification of the
legislation. As a result in 1981 a Companies Act was passed in Australian Capital
Territory (which was a therefore a Commonwealth Act). This was then enacted by
each state passing a Companies (Application of Laws) Act which applied the
provisions of the (Commonwealth) Companies Act. Since then amendments and new
legislation have been enacted in similar fashion, but some states have modified the
provisions so true uniformity still does not exist

Three types of company are defined, the public company the proprietary
company and the private company. A proprietary company requires only two
members and two directors against a public company's three, but it may not seek
funds from the public. If it has exempt status then It need not appoint an auditor (or
if it does, it need not file accounts), it is not prohibited from making loans to
directors, members may effect resolutions without holding a meeting, and other
benefits.

Directors must be over 18and for a public company they must be under 72
when appointed. A person over 72 must retire and can only be re-elected by a 75%
majority. The directors report for a public company must give details of qualifications
experience and special responsibilities of each director.
 -43

CHAPTER THREE - CORPORATE GOVERNANCE ISSUES

Companies range in size enormously from two person owner-managed

businesses to large multi-national corporations. For an owner-managed company the
persons who own the company also direct its running and therefore governance issues
do not arise. Most smaller companies may thus properly be described as associations
of a number of persons for the common object of mutual profit. But for larger
companies where the management is divorced from the ownership, issues of
governance become paramount.

In theory ownership is the basis of powerand that power is exercised by the

members through the general meeting, but the general meeting is inadequate as a
forum for exercising control where there are a large number of shareholders, many of
whom do not attend. It is nonsense to describe a holder of 100 shares in, say, The
Hong Kong and Shanghai Banking Corporation Ltd as associating with the other
members in ranning the company. The running of the business is left to the board of
directors, and most of the day to day administration is delegated to the chief executive.
The shareholder is, in economic reality if not in the eyes of the law, a mere lender of
capital without any effective control over the borrower. Governance issues stem from
this divorcing of the ownership and control of a company, because the interests of the
two groups may diverge.

3.1 Governance Issues - T h e Literature

According to Tricker (1984)the process of corporate governance can be

separated into four principal activities :-

- Direction : formulating strategic direction for the

future of the enterprise in the long term,
 Policy making involvement in crucial executive
decisions,

- Supervision : monitoring and oversight of management

performance, and

- Accountability : disclosing information and responding to

members and others making a legitimate
demand for accountability

Mace (1986) summarised the board's functions as :-

- establishing basic objectives, corporate strategies and broad policies,

- asking discerning questions, and

- selecting the president (chief executive).

These are the idealised roles of a board of directors but research shows that the
reality is rather different. For instance Mace found that in most of the American
companies which he looked at, the boards of directors served as a source of advice
and counsel, served as some sort of discipline and acted in crisis situations, for
instance if the president died or if he was asked to resign because of his or the
company's unsatisfactory performance. Drucker called this role a standby in case of
power failure".

Mintzbcrg (1983) reviewed the literature on the subject and concluded that
board approval of management decisions and performance under normal circumstances
tended to be a foregone conclusion, because the board simply lacked sufficient
information to do otherwise. He also concluded that the real power of those boards
which did have a measure of control, was their capacity to dismiss and appoint the
 -45 -

chief executive officer

sting which can be used only very rarely.

It is important to note that most studies of board activity have concentrated on

large public companies in the USA and the U K . These tend to be companies with
widely dispersed shareholdings, the largest shareholder often owning no more than a
few percent of the total shares. In these circumstances the general meeting fails to
exercise control, and the directors do not have the power of ownership. Control is
effectively in the hands of the executive director and the non-executives at best try to
restrain the excesses of management. The governance issues tend to focus on the size
and constituents of the board, the duties of the directors and the maintenance of
control of the company under external threat. Examples of such issues are :-

- what is the most appropriate board size?

- are non-executive directors desirable on the board?

- should non-executive directors be truly independent (ie

'independent of management and free from any relationship
which could interfere with the exercise of independent
judgement as a committee member' as defined by the New
York Stock Exchange)?

- are nominee directors representing various interests desirable?

- can non-executive directors devote sufficient time to the board?

- are executive directors "marking their own exam papers"?

should the posts of chairman and chief executive be separated?

Further issues relate to subsidiary companies and their relationship to the parent, but
for parent companies these are probably the main Issues.

3.2 Governance Issues in Hong Kong Companies

Of course many of the top companies in Hong Kong are owned and managed
by 'westerners' and conform to the 'western' model. But there are also a large
number of Chinese owned companies which, although publicly owned, are dominated
by an individual, or more commonly a family group, so the issues of corporate
governance with respect to these Chinese owned companies in Hong Kong may be
rather different to those in the USA or U K . In discussing the overseas Chinese
business", Tricker (1989) said :-

many of the more successful family enterprises in Hong Kong have created
public companies, obtained a Stock Market quotation and attracted funds from
individual and institutional investors; similarly in Singapore.

Typically, in inviting outside equity participation, the Chinese-run family business

offers a minority stake in a public company within the network of family firms.
Control of this public company is maintained within the family by :-

- Direct investment in the equity by other family companies

- Direct investment in the equity by individual family members,

- Cross holdings with related companies associated with the family group,

- Cross directorships with related companies,

- Transactions creating an element of control with related parties.

 It should be noted that nominee holdings are permitted in Hong Kong without
disclosure of beneficial ownerships; also that non-public companies do not have to file
accounts.

One might legitimately wonder why anyone would invest, as a minority outside
shareholder, in such a family firm.

The answer may lie in the attitude of the (largely) Chinese investor. It may be that
appreciation of the nature of a public company is not widespread, nor are there
significant expectations of disclosure, regulation or independent supervision. Rather
the investor equates the public company, in which he can buy a share, with the family
group of which it is part. The investment is not so much in the specific public
company, as in the reputation of the owner-entrepreneur, the network of family
businesses and the future good-fortunes of that family. The exact legal entity, in
which the public invest, is less significant."

He also states :-

"Board structures and processes in Overseas Chinese enterprises are quite different.

Power and prestige in the Chinese business lies with the owner-manager.
Responsibility for day to day activities of production and operations may be delegated
to managers, but even then with frequent rearrangements and what would be
considered, by Western executives^ interference in delegated responsibilities.
Responsibility for financial and personnel matters typically remains with the owner
(Silin 1976Deyo 1983, Redding & Wong 1986).

In the Chinese culture there is a ready acceptance of authority and the essential
tightness of hierarchy. The father of the family is respected and his sons will follow
his directions. It is quite normal, for example, for a son who has been highly
successful in business abroad, to return at his father's bidding to contribute to the
family enterprise. Such an occurrence would be much less likely in a Western
setting, where, individuals expect independence once they leave h o m e ?

Drawing on the earlier analogy between a company and a parliamentary

democracy, the directorate in Chinese companies are analogous to the paternal
 -48 -

autocracy which exists within families and may be considered just an extension of the
family. They do not expect challenge from the shareholders any more than they
expect disrespect from their family members.

A review of media coverage of the Hong Kong business world in recent years
will reveal many cases of wrong doing on the part of directors. Cases of insider
dealing by directors such as L i Ka-shing of Cheung Kong and Clifford Pang of Lafe
Holdings have been reported at length. There is no doubt that minority shareholders
suffer as a result of such activity but it is still not a crime under current Hong Kong
company law.

Another cause of concern to minority shareholders is the payment of excessive

directors fees. The most reported case is that of the Lau brothersThomas and Joseph,
who held 48.2% of Evergo Holdings Ltd, (now Evergo International Holdings Ltd)
and who together with two fellow directors extracted $45,098,323 in fees from Evergo
in 1988/89 compared to profit attributable to shareholders of $286,069,249 (ie 15.7%
of profits). However HK$ 224,975,000 of the profit was due to an extraordinary item
( t h e sale of a bonus issue of warrants in Chinese Estates, a subsidiary company) so
the remuneration was 75% of the ordinary profit. In 1990the company transferred
its domicile to Bermuda, changed its financial year end and announced profits of
HK$47,133,000. The directors excelled themselves by awarding remuneration of
HK$46,138,000 for the 7 month period, or some 98% of the profit. Despite furious
protests from minority shareholders the annual general meeting approved the accounts.
The Laus are now under threat from Taiwanese businessman Hwang Chou-shiuan who
has launched a takeover bid for Evergo and associated company Chinese Estates. In
his offer documents Mr Hwang states that

"The level of emoluments paid to directors of Evergo/Chinese Estates is unjustifiably

high, particularly in the light of Evergo's/ Chinese Estates* track record".

There are many other cases of excessive remuneration.

 A related issue is that of compensation for loss of office or 'severance pay.
Recent cases have drawn attention to the use of the 'golden parachuteas a means of
protecting directors who are thrown out as a result of a takeover. It could be argued
that directors who fall foul of a takeover have not been doing their job properly and
therefore do not deserve any compensation for the loss of their jobs. English company
law prohibits payment of compensation for loss of office, or in consideration of
retirement, without approval of the general meeting and a similar clause is included
in the Hong Kong Companies Ordinance, but this does not apply to contractual
payments, so executive directors operating under a service contract can and d o have
'golden parachute' clauses in their contracts. A recent example is that of the directors
of Jademan Holdings Ltd. This company got into financial difficulties and was taken
over by a concert party action of Sing Tao Ltd. and Miss Sally A w who is Sing Tao's
Chairman and major shareholder. The Jademan directors, Tony Zie (managing
director), Tony Tang and Peter Wong were removed from office at the following
annual general meeting, and fellow directors Lam King-min and Kwok Wai-kin sought
re-election but failed. At a board meeting two days before the annual general meeting,
the soon to be ex-directors awarded themselves bonuses and severance pay totalling
HK$ 16.52 million. The decision looks set to be challenged in the courts.

A third cause of concern is the dilution of minority shareholders stakes

occasioned by the issuing of rights offers to raise cash for the company. The minority
shareholder is forced to pay for the extra shares offered if he is to maintain his
percentage shareholding in the company. If he does not take up the rights issue the
company may dispose of the unallocated shares to a third party. The Lau brothers
have also used this method to increase their share of subsidiary companies.

Governance issues include all of the issues suggested in section 3.2 above and
in addition:-

- are non-executive directors needed to protect small investors?

 are existing non-executive directors independent?

should insider dealing be made a criminal offence?

should limits be put on directors emoluments and should further

disclosure be required?

are curbs needed on rights issues?

3.4 Minority Protection

In theory, eventual control of the company rests with shareholders, since they
have the power to appoint or remove directors and to make a number of other
decisions in general meeting. Since the majority of the decisions are made by passing
an ordinary resolution, the company can effectively be controlled by anyone who has
a beneficial interest in more than 50% of the share capital. In practice control can be
gained with fewer shares since many shareholders do not bother to attend the
meetings. This is one reason for the 35% threshold of share ownership beyond which
the Hong Kong Stock Exchange requires a general offer to be made to shareholders.
(The corresponding level on the London Stock Exchange is 29.9%). For complete
control (to pass special resolutions when these are required), a 75% stake is necessary.

Most companies are run fairly and if the company is a listed one, the Stock
Exchange and the media will help ensure that any minority shareholders are not
unfairly treated. There are situations as described above where the minority runs the
risk of being oppressed by the majority shareholders, notably where the majority
shareholders are also the company's directors. Because of this, the Companies
Ordinance makes some provisions to help minorities. The areas where oppression is
most likely to occur are :-
 the rights of certain classes of shares (notably those held by
directors) may be substantially better than those of other
classes, particularly with respect to the payment of dividends or
voting rights,

the directors, in their capacity as majority shareholders, may be

able to award themselves excessively high remuneration with
the effect that the company no longer has sufficient profits to
declare a dividend for the benefit of the other shareholders,

the restrictions in a private company's articles on the transfer of

shares may mean that the directors have the power to refuse to
register any transfer without giving a reason and may also result
in a member being effectively forced to sell his shares to a
director, or his nominee, for a fraction of their value.

3-5 Legal Remedies for Minorities

The Ordinance provides certain safeguards in an effort to ensure that the

majority power principle is not abused :-

- A special resolution rather than a simple majority vote is

required for important matters such as alterations to the
company's constitution, a reduction of the company's capital,
removal of directors and winding up the company.

- The sanction of the court is required where the decision of the

company will also directly affect its creditors, as in the case of
a reduction of capital or a scheme of arrangement.
 - The dissenting members are given the right to apply to the court
to have a resolution cancelled, as in the case of their objecting
to an alteration to the company's objects or to a variation of
class rights.

The holders of 10 per cent of the paid-up capital of the

company which carries the right to vote at general meetings
may requisition the directors to call a meeting, and i f the
directors do not proceed to convene a meeting the requisitionists
may convene it.

- Members who hold 5 per cent of the total voting rightsor 100
members holding shares on which there has been paid up an
average of at least $2,000 per member, may requisition for a
resolution to be considered at the company's next annual
general meeting.

- 100 members or the holder of 10 per cent of the company's

issued shares, may apply to the Financial Secretary for the
appointment of an inspector to investigate the affairs of the
company.

- A member may seek relief under Section 168A if the affairs of

the company are being conducted in a manner unfairly
prejudicial to the members (see below).

- A member may petition for the company to be wound up by the

court.

Any member of the company can apply the court for an order under section
168A on the grounds that the affairs of the company are being conducted in a manner
which is unfairly prejudicial to the interests of some part of the members (including
himself). The conduct may be past, present or future and may be an act or a series
of acts but otherwise the Ordinance does not define what would constitute 'unfairly
prejudicial' conduct. The right to apply to the court is extended to the personal
representative or the trustee of any person beneficially interested in the shares by
virtue of a will or intestacy of any member. The Financial Secretary may also make
any application i f it appears from any report made under section 146or from any
document obtained from a search of premises, that the business of the company is
being conducted in a manner unfairly prejudicial. The company must be liable to be
wound up for this provision to apply.

On the requisition of members holding 10 per cent or more of the paid-up

capital of the company which carries the right to vote at general meetings, the
directors must convene an extraordinary general meeting. The requisition must state
the objects of the meeting, be signed by the requisitionists and deposited at the
registered office of the company. If the directors do not, within twenty-one days from
the deposit of the requisition, proceed to convene a meeting to be held within the
following 28 days, requisitionists representing half of their total voting rights (i.e. the
holders of 5 per cent of shares) may convene a meeting themselves. The meeting
must be held within three months. The requisitionists must convene the meeting as
nearly as possible in the same manner as the directors would have convened the
meeting, and any reasonable expenses incurred by them will be paid by the company
out of fees due to the defaulting directors.

Two or more members holding 10 per cent or more of the issued share capital
of the company may call a meeting, but this provision is only effective if the
company's articles do not provide otherwise.

Members who hold 5 per cent of the total voting rights or 100 members
holding shares on which there has been paid up an average of at least $2,000 per
member may requisition for a resolution to be considered at the company's next
annual general meeting.

The requisition must be deposited at the company's registered office at least

six weeks before the annual general meeting, and provided the requisitionists also
deposit or tender a sum reasonably sufficient to meet the company's expenses, the
company has a duty to give notice of such resolution to all members entitled to
receive notice of the next annual general meeting. If the directors fail to give
members sufficient notice of a proposed special resolution the meeting is deemed not
to have been duly convened. If the meeting is called after the requisition is made, the
requisition is valid even though the meeting is to be held less than six weeks
afterwards. If the requisitionists prepare a statement of less than 1,000 words about
their proposed resolution or any other resolution, the company is bound to send a copy
to every member who is entitled to have notice of the meeting. Copies of the
statement need not be sent if the company or any person who claims to be aggrieved
applies to the court and the court is satisfied that the right to make a statement is
being used to secure needless publicity for defamatory matter. The court may order
the requisitionists to pay the costs of such application.

If the requisition does not require the company to give members notice of a
resolution, it may be deposited at the company's registered office not less than one
week before the annual general meeting. Unless the company resolves otherwise the
expense of sending members notice of the proposed resolution and any statement is
borne by the requisitionists.

The removal of a director is now governed by the Ordinance, and this

expressly overrides any provision in the company's memorandum or articles or in any
agreement between the company and the director. Under section 157B, the company
must vote for the removal of a director by a special resolution requiring the support
of three-quarters of the membership present at a general meeting. Only where a
 -55 -

director was appointed for life to the board of a private company before 31st August
1984 is this provision ineffective.

The Ordinance introduces a number of protections for the director in such a

situation:

- he must be immediately informed of any notice of such an

intended resolution;

- he is entitled to be heard at the meeting, whether or not he is

a member of the company;

- he may require the company to circulate to members any

representations of a reasonable length; and

- if the company fails to circulate these on time, he may require

that they be read aloud at the meeting.

Courts generally have been reluctant to intervene in company disputes where there is
an alternative remedy so the use of Section 168A is rare.
 -56-

C H A P T E R F O U R -O B T A I N I N G D A T A O N H O N G K O N G C O M P A N I E S

4.1 Methodology, Problems and Solutions

Data on Hong Kong companies was obtained from annual reports available
from the Mong Kwok Ping Management Data Bank of the Department of Management
Studies, University of Hong Kongsupplemented by data from other sources, and from
a postal questionnaire survey conducted in June and July 1990.

Data files in dBase III+ format already existed in the Data Bank for
companies' data in 1986 and these were provided by Mr. Gilbert Wong. However it
was felt that this data should be brought up to date as far as possible. The updating
exercise proved to be more complicated than at first envisaged, and took a
considerable amount of time. Two new dBase IV datafiles were used to store the
data, one for company data and one for director data, the common field being the
Stock Exchange company code. Several additional fields were included to enable
extra data to be stored over and above that available in the Data Bank files.

In order to keep the exercise to manageable proportions the updating was

restricted to the top 150 listed companies in Hong Kong. The definition of the top
150 was arbitrarily chosen to be by market capitalization on 30th April 1989, using
data published in the Sunday Morning Post. This date was selected partly because it
was the latest year end date for which company reports existed for most companies
when the study was commenced.

Unfortunately, the company reports for the required year could not all be
located in the data bank, and information on a total of 114 companies was collected.
The six overseas companies with listings in Hong Kong were later excluded because
their governance is not undertaken in Hong Kong and so they are not relevant to the
present study. They were:-
 -57

C P Pokphand Co. Ltd.

Cable & Wireless Pic
F A I Insurances Ltd
Haw Par Brothers International Ltd.
Hong Fok Corporation L t d
The News Corporation Ltd.

A s company reporting year end dates vary, the data used for each company is
that obtained from the report for the financial year ending on a date between April
1988 and March 1989. Thus the data are not strictly comparable, although it was
found that 53 of the remaining 108 companies for which data was obtained used 31st
December as the reporting year end. The full breakdown was as follows:-

Month No. of Month No. of Co.s

April 0 October 0

May 0 November 0

June 15 December 53

July 1 January 1

August 1 February 1

September 4 March 32

Total 108

Data collection was also complicated by several problems which became

apparent during the process, and decisions had to be made on certain aspects where
alternative interpretations were possible.

Company profit for the reporting year and also for the preceding five year
period were collected. Since the object of collecting this data was to attempt to
 -58 -

correlate profitability (as a measure of a company's success relative to others in the

same industry) with board parameters, it was considered that the profits from
extraordinary items would normally be due to board decisions and therefore profit
figures were taken as the profit attributable to shareholders
The same argument applies to earnings per share (EPS) since this is a derived figure.
In a few cases the data for the previous five years was not available and an adjustment
was made on a pro-rata basis if four years of data was available, but omitted where
less than four years of data existed.

The product of share price and number of shares for the beginning and end of
the year were initially intended as an alternative measure of assessment of the success
or failure of the company. The object was to use these figures and the share price at
start and end of the year to gauge increase in market capitalization as a measure of
performance. However, it soon became clear that there are many pitfalls in using such
a measure. Number of shares required two figures, one at the start of the reporting
year and one at the end since these often differed because of share placements, bonus
and rights issues, employee share scheme issues, warrant conversion etc.

The first problem is which year to take. Since companies reports cover
different periods, the share price should perhaps be taken at the beginning and end of
the reporting year. But the information about the performance of a company is
historical and is seldom available until some time after the end of a reporting year,
although often it is available before the publication of the annual report. So the share
price reflects performance only after a lag period and the share price change in the
year
companies with different reporting years it would then be necessary to adjust the share
prices to eliminate market trends due to political influences etc.. This might
conceivably be done by factoring the prices using the Hang Seng or Hong Kong
indices, but whether this would give a valid measure of success or failure is debatable.
 -59 -

It was decided instead to take a common time base for share prices. The dates
selected were
trading days of 1989 and also dates when trading was not particularly volatile or
suffering from political influences (in contrast to the politically influenced situation
in June 1989). Prices on these dates were also easily available, (Anon, 1990) and
being for the year following most reporting dates for other data collected, the share
price increase should reflect the reported results for all companies, except perhaps
those which report in the early part of the 1988/89 financial year.

The second problem involves changes of capital during the year, which in
theory should affect the share price. Dividends are included as they represent a
payout of potential capital and so the share price for companies paying low dividends
should improve more than those paying higher dividends. The only really satisfactory
way to establish return to investors is to carry out an internal rate of return calculation
for each company, treating market capitalization at the start of the period and capital
injections from placements, rights issues etc as capital inflows and dividends and the
market capitalization at the end of the period as capital outflows. However, such
calculations would take an inordinate amount of time and, as the purpose of this
dissertation is to establish if there is any linkage between governance and success of
a company, broad measures should suffice. The percentage increase in share price in
1989 (Anon, 1989) was therefore taken as the measure. This figure includes
adjustments for bonus issues etc.

Deciding which industry a company is in proved to be less simple than it first

appeared. The standard categories used by the Stock Exchange of Hong Kong Ltd
are:-

Finance Industrials
Utilities Hotels
Properties Others
Consolidated Enterprises
 Whilst some companies can be easily slotted into one of these categories, there
are many instances of diversified companies whose activities include several of the
categories, such as a company in the industrial sector which has undertaken property
development of its own land and has subsequently continued to indulge in property
development because it found it profitable, as well as continuing with the core
business. Also certain activities which are lumped together in the above categories
are quite dissimilar and have different profitability (eg finance includes banks, deposit
taking companies, investment houses and other financially related companies).

Eventually, it was decided to split finance and investment from banking as

these are quite distinct activities and to use certain other categories which represent
activities better. The categories adopted were:-

1. banking
2. finance/investment
3. trading
4. manufacturing
5. shipping
6. hotel
7. entertainment
8. utilities
9. property development
10. construction
11. retailing

Allocating companies to these categories was done using the descriptions

contained in the Stock Exchange Year Book for 1988 and the company reports as
necessary, supplemented by information from the questionnaire returns where
available.
 -61 -

Names of company secretaries were obtained from company reports or the

Stock Exchange Yearbook, and addresses were obtained from the same sources. Often
though these were incomplete and had to be checked from the telephone book or by
direct telephone enquiries.

Names and shareholdings of directors were obtained from the company reports
and presented little difficulty other than occasionally not knowing whether the
director's surname was the first or last stated name. Alternate directors names were
included, as were the few "honorary" chairmen. Shareholdings in the "other
shareholding" listing are either non-beneficial holdings stated in the director's report
or holdings effectively controlled via a trust or another company, apportioned equally
between those controlling the trust.

A variable indicating the type of control of the company was allocated based
on the shareholdings of directors augmented by information from other published
sources, such as Wardleycards. The variable ranged from 1 to 6 as follows :-

1- dominant majority - major shareholder controls >50% of

shares or voting rights.

2 - dominant minority
49% of shares or voting rights.

3- Precarious minority A - major shareholder controls 10 -

35% of shares or voting rights and no other shareholder
controls within 10%.

4- Precarious minority B - major shareholder controls 10 -

50% of shares or voting rights and another shareholder
controls within 10%.
 -62 -

5 - Widely held - no shareholder controls more than 10% of

shares or voting rights.

6 - Subsidiary of another company.

To illustrate the difficulty in establishing just who controls a company, two

examples may be considered. The directors of Sincere Company Ltd. include eight
members of the M a family, but their aggregate shareholding given in the directors
report is only 193,895 shares out of an issued 11,000,000 shares (1.7%). According
to Wardleycards the two major shareholders are Sincere Life Assurance Co. Ltd. with
3,815,334 shares (34.68%) and Sincere Insurance and Investment Co. Ltd. with
1,575,168 shares (1432%). These are listed in the annual report as associated
companies, with 48.09% and 40.67% of their ordinary shares held directly. So two
associate companies (which are nearly subsidiaries) and which are almost certainly
controlled by the M a family, in turn control the parent companies. This is one of the
simpler cases.

Sino Realty and Enterprises Ltd. appears to be controlled by Robert Ngbut

this is not apparent from shareholdings. He owns 1,843,373 of the issued
4,853,427,688 shares according to the annual report. Ng Teng Fong owns 270,000,000
(5.56%), a further 2,329,671,700 (48%) are held by nominees and 1,002,346,600
(20.6%) are held by investment companies, according to Wardleycards. Because of
the nominees it is impossible to confirm who actually controls the company.

Directors remuneration presented little difficulty as it is stated clearly in the

Companies Act Section 161 exactly what must be declared. Howeveras only the
aggregate figure is required to be shown in Hong Kong, it is not possible to find out
what each director receives. A few companies do give a detailed breakdown of the
emoluments but not many. Some subsidiary companies show directors' remuneration
as a very low figure, stating that directors were entitled to fees but did not collect
them as they were paid as directors of other companies in the group.
 -63 -

It was not normally possible to find out which directors were executive
directors from annual reports as only a few companies give this information. It is not
a legal requirement to do so in Hong Kong.

4.2 Questionnaire Survey

A questionnaire survey was conducted in June and July 1990 of company

secretaries of 144 companies out of the top 150. The six overseas companies with
listings in Hong Kong were excluded.

Most company secretaries are individuals but 33 are other companies,

sometimes a subsidiary or associate company of the listed company and sometimes
an independent company providing secretarial and other services to corporations. The
largest of these is Fair Wind Secretarial Services Ltd which is secretary to six of the
companies surveyed. Questionnaires for each of the 144 companies were prepared and
sent to the company secretary accompanied by a letter explaining its purpose. A s
some of the secretaries (both individuals and secretarial services companies) are
secretary to more than one company, a total of 105 letters were needed.

The questionnaire and a sample accompanying letter are at Appendix A . The

list of company secretaries is at Appendix B. Two versions of the questionnaire were
employed: one where the directors' names had been obtained from the company report
(108 companies), and the other where the company report had not been located in the
Data Bank and therefore directors' names were not known (36 companies). Each
letter was personalised using WordPerfect merge facility so that it was addressed to
the company secretary by name, gave the name of the company or companies on
which information was sought, together with the year end for which that information
was sought and each was individually printed. The merge file was created from the
dBase IV file and modified using WordPerfect macros. The questionnaires were
similarly personalised by including the name of the company and the names of all
directors where known.

The questionnaire was in three parts. The first part requested the company
secretary to indicate the company's main business or businesses, to give or confirm
the names of its directors and to indicate which were executives and which were
non-executive. The second part requested information on the frequency and length of
board meetings, existence of board sub-committees and gave fifteen statements about
the style of board meetings. Respondents were asked to indicate agreement or
disagreement with these statements on a five-point Likert Scale. The third part asked
for information on the functions of the board. Firstly the respondents were asked to
rate certain functions, grouped under five headings, in terms of importance from not
applicable to very important. They were then asked to say what percentage of time
the board spent on each of the function groups.

The returns from the questionnaire survey were somewhat disappointing. Three
secretaries representing six companies sent letters of regret, stating that the
questionnaire could not be filled in because it was not company policy to do soor
similar reasons. Two company secretaries also telephoned the author to advise that
the questionnaire would not be returned for similar reasons. A further four gave
partial replies, two declining to fill in section B4 which asked to indicate agreement
or disagreement with the fifteen statements about the style of board meetings, the
other two declining to fill in most of section C as well. Twenty replied giving full or
nearly full replies although eight of these neglected to fill in section C2 on percentage
of the board's time spent on various functions. The other 76 representing 111
companies did not reply. The success rate was therefore about 14%.

Of the 36 companies whose company reports were not in the Data Bank, seven
supplied their report for the relevant year even though most of these did not return the
questionnaire. The total number of companies for which data was available was thus
boosted to 115.
 -65 -

CHAPTER FIVE - ANALYSIS OF DATA AND RESULTS

5.1 Questionnaire Survey

The data from the questionnaire survey were tabulated using Lotus 1-2-3 and
correlations with various parameters such as the type of industry (refer to page 56) and
the type of control of the company (refer to page 57) were examined. Various graphs
were produced in order to identify useful trends. Because of the small sample this
proved difficult. There appeared to be little difference between the range of response
whatever the type of control. Responses to the questionnaire are tabulated in
Appendix C.

Some of the information given in the questionnaire returns was somewhat

difficult to interpret, and there were anomalies in the answers. For instance, a "yes"
reply to question "Does the Board have any sub-committees or working parties?"
ought to have resulted in some information being given under "If yes, please give
details", but in two cases it did not. As another example, a major textile company's
board apparently considers board functions such as "budgetary control", "endorsement
of budgetary plans" and "comparison with competitors" to be not applicable. The
same company was one of the few who added board functions in the "Other functions
(please specify)1' section. These functions such as "major acquisitions and
investments" and "provision of working capital" are, however, not allocated any time
according to the answer to the "time spent on each function" section.

5.1.1

The frequency of board meetings varied more than expected. Seventeen of the
twenty respondents said that their board held meetings at least quarterly. O f these,
two held meetings every two months, seven held meetings every month and four held
meetings more frequently than once a month. These results are shown in figure 5.1.
 Figure 5.1 - Frequency of Board Meetings

One major property company, which is a subsidiary of a large hong, stated that
its board met less than once every six months, (and only for one to two hours). It also
has no sub-committees or working parties. It might be inferred that the board is
powerless and that control is in the hands of the managing director or, more likely,
in the hands of the parent company.

Interestingly, no questionnaire returns were received from companies with

widely held shares, so comparisons by type of control were of limited value
Nevertheless it is worth noting that the four companies whose boards meet more than
once a month arc all of control type 1 (dominant majority shareholder).

5.1-2 Duration of Board Meetings

The duration of board meetings was within the range of less than one hour to
2 - 3 hours, with the average as 1 - 2 hours. Obviously boards do not like long
 Figure 5.2 - Duration of Board Meetings

meetings. Figure 5.2 shows the results in graphical form.

There was no correlation between frequency of board meetings and duration

of board meetings and little correlation between either of these and other variables
such as type of control, number of non-executive directors or the ratio of executive
to non-executive directors. Correlation between the product of frequency of meeting
and duration of meeting (ie the time spent per annum in board meetings) was
attempted. This was necessarily somewhat rough and ready because the questionnaire
answers were bandedso the product was the product of the two means of the bands.
For example, an answer to the question how often does the board meet?" of
"quarterly" could mean that the board met between once every 2.5 months and once
every 4.5 months. Supposing the answer to the question "how many hours do board
meeting usually last" was n2-3 hours" then the product was taken as (12/3 x 2.5) = 10
hours per year, but it could actually be between (12/2.5 x 3) = 14.4 hours and (12/4.5
x 2) = 5 3 hours. There was little apparent correlation between the calculated time
spent in board meetings and the type of control or any of the other variables
mentioned above. A typical plot is shown in figure 5.3.

Figure 5.3 - Time Spent on Board Meetings by Type of Control

5.1.3 Subcommittees and Working Parties

Ten of the 20 respondents said that they have subcommittees, one of whom
failed to elaborate. The most common subcommittee is the Executive Committee, of
which there were six. Other committees were Finance (1)Audit (1), Compensation
(2)Conditions of Service (1) and General Purposes (1). One respondent had four
subcommittees, but others had only one. There was no relation between the control
type or industry and existence of subcommittees.
 -69-

5.L4 Statements on Style of Board

The statements in this section were included in order to get a broad feel for the
style of board meetings. The statements were not very scientific in nature but
statements were included to state basically the same idea in different ways, both
negative and positive. No respondents disagreed (ie responses ranged from 'neither
agree nor disagree' to 'strongly agreewith the statements:-

The Chairman encourages discussion

Strategy is frequently discussed
The board approves management decisions
Decisions are reached by consensus
Most directors speak during a meeting

However, correlation between the pairs of similar statements or opposite statements

was poor. As an example, five statements were included to try to gauge whether
meetings were dominated by one or two people who suppressed discussion, or whether
open discussions were encouraged and took place :-

The Chairman encourages discussion

Some directors aren't active in discussion
All directors take part in discussions
Meetings are dominated by a few directors
Most directors speak during a meeting

Responses to pairs were plotted on an X-Y plot to see if any relationships

existed but there was little correlation between any. The best grouped of the graphs
showed some agreement between 'The Chairman encourages discussion' and Most
directors speak during a meeting' which is encouraging.
 T a b l e 5 . 1 - Responses t o Statements on B o a r d S t y l e b y C o n t r o l Type

Control Type 1 2 3 4 6
(No. of Go's) (8) (2) (4) (2) (2)
Statement No.
1 3-5 5 3-4 3-4 4-5
2 1-3 2 2-4 2-4 3-4
3 2-5 3-4 1-5 4-5 4-5
4 2-4 1-2 3-4 4 1-3
5 4 3-4 3-5 3-4 4
6 3-4 4 3-5 4 4-5
7 1-4 3-4 3-5 4-5 2-3
8 2-5 4 4-5 4-5 4-5
9 1-3 1-2 1-3 2-3 1-2
10 2-5 4 3-4 4 4-5

11 2-4 4 2-4 1-3 2

12 3-5 3-4 3-4 4-5 4-5

13 2-4 2 2-4 3 2-3

14 4 4 3-4 4-5 4

15 2-4 3 1-3 3-4 3

Some agreement was found also between other pairs such as Key decisions
are made by a few directors' and 'Meetings are dominated by a few directors' as
might be expected, but in general the results were inconclusive.

The results were also examined using a 6 style profilegraph of the type shown
in figure 5.4. These were produced for variables such as type of industry and type of
control but the results were inconclusive, which may not be surprising given the small
sample. The range of answers for each type of industry or control was wide. The
ranges of responses are shown in table 5.1 and the averages for control types 1 and
2 combined and for control type 4 are plotted in figure 5.4. As can be seen there was
little indication that the type of control in the company had any effect on the
agreement or disagreement, except in response to the statements:-

Some directors aren't active in discussion

Some decisions are made before the meeting
Key decisions are made by a few directors

Figure 5.4 - Board Style Profile by Type of Control

This suggests that companies with control type 4 have more autocratic boards than
companies with control types 1 and 2, which is slightly surprising.

55 Board Functions.

The questionnaire included a section which attempted to gauge the board's

assessment of the relative importance of various functions and the time spent on them.
Three respondents marked every item as very important, including one who marked
all three items in every group (including the three marked 'Others' which he did not
specify) with one large circle. The results are presented in table 5.2.

Table 5.2 - Questionnaire Answers on Board Functions

Function Important Very Fairly Not N/A N/R

FUNCTIONS

budgetary c o n t r o l 16 3 1 1

monitor f i n a n c i a l r e s u l t s 16 5

m o n i t o r mgmt a c t ' s g e n e r a l l y 11 8 1 1

'ACCOy^TABXLITX

report t o shareholders 17 4

deal with regulatory issues 15 6

review audit reports 13 5 1 2

CORPORATE P O L I C Y :

endorse budgetary plans 13 5 2 1

create/modify corp. culture 9 9 2 1

set corporate p o l i c y 16 3 2

compare w i t h c o m p e t i t o r s 10 9 1 1

formulate strategy 15 4 2

set corporate d i r e c t i o n 14 5 1 1

N/A - N o t a p p l i c a b l e N/R - No r e s p o n s e g i v e n

The results were interesting for their occasional exceptions more than the
averages. For instance, whilst most companies thought that budgetary control was
very important as a board function and three thought it fairly important, one company
thought it not important and another thought it not applicable. Reviewing of audit
reports was a function which one company considered to be not important and two
companies considered to be not applicable. Fewer than half the companies considered
comparison with competitors to be important, and one company, a major textile
manufacturer, considered it not applicable. This may of course be because the board
of directors does not perform this function, but let us hope someone in the company
does!
 -73 -

Creating or modifying corporate culture rated rather lower in importance on

average than any of the other functions, indicating perhaps that western management
methods are less prevalent in Hong Kong so that awareness of corporate culture is
lower.

Only one respondent took the trouble to specify other functions. These were
major acquisitions and investments", which could be considered as part of the
implementation of strategy, "provision of working capital", which is really part and
parcel of monitoring financial results under the supervision function, and "appointment
of senior executives", which is certainly a function separate from the four given in
table 5.2.

5.2 Data from Company Reports

Data collected on the 115 companies was organised into two main dBase IV
files, one containing data relating to the company as a whole, and the other containing
data relating to the directors of the companies, as mentioned in section 4.1 above.
From these two main files, data was extracted, manipulated and copied to other files
for specific analysis. The data was analysed according to two variables; the type of
control and the type of industry. The results are presented below. A full list of files
and their usage is at Appendix D, together with a copy of the data contained in the
two main files.

5.2.1 Board Size

The number of directors was established for all 115 companies on which data
was collected. The range of board size is very wide, from 3 to 24(figure 5.5) with
a median of 9 and an average of 10. Bearing in mind research on the effects of group
size on group performance (Thomas and Fink, 1963)one wonders how a board of 24
people ever reaches a decision.

Figure 5.5 - Board Size

Analysis by industry (figure 5.6) shows that banks and utility companies tend
to have bigger boards than the other industries, and analysis by type of control (figure
5.7) shows a discernible trend towards larger boards with the change from type 1
(dominant major shareholder), average size 8.75, to type 5 control (widely held
shares), average size 12.43. This is consistent with governance notions that more
widely held companies have more board representation for minority interests.

5.2.2 Executive a n d Non-Executive Directors

Whilst it is often possible to deduce the status of some directors of a given

company from information in its annual report, from other published sources or by
deduction, it is seldom possible to establish the status of all directors. Figures 5.8 and
 -75 -

Figure 57 - Board Size by Type of Control

 Figure 5.8 - Number of Executive Directors on Board
deduction, it is seldom possible to establish the status of all directors. Figures 5.8 and
5.9 show the number of executives and non-executives for the 50 companies for which
data was obtained.

The proportion of non-executive directors ranged from zero to 89% with an

average of 47%. These figures must be viewed with caution because of the varying
board size. Only two companies in the sample had no non-executives, one being the
previously mentioned Evergo International Holdings Ltd. Figure 5.10 shows the
niirnbcr of executive and non-exccutive directors in 50 companies for whom data were
located.

5.23 Return to Shareholders

Return to shareholders in 1989 ranged from 230.3% to -62%, with an average

of 10.75% and a median of 6%. The distribution of returns is shown in figure 5.11.
Over 80% of the companies had returns in the range 60% to -40%. From analysis of
 Figure 5.9 - Number of Non-executive Directors on Board

20 15 10 5 0 5 10 15 20
xdcutlvs NO. OF DIRECTORS Non-excutivs

Figure 5.10 - Numbers of Executive and Non-Executive Directors

the return to shareholders by industry, shown in figure 5.12, it appears thatwhilst
there are both gains and losses in all industries, the returns in the finance and
investment (1), trading (3) and retailing (11) sectors are relatively higher. The
shipping sector also showed strong gains in the period under consideration but this
reflects the fact that the industry was emerging from a difficult period when share
prices had been depressed.

Figure 5.11 - Distribution of Returns to Shareholders

The highest return in 1988 was shown by Wah Kwong Shipping but this was
a little exceptional because of the very depressed share price at the beginning of the
year. The gains and losses from the property sector are, perhaps surprisingly, within
the -25% to +30% range with one exception. Howeveran explanation may lie in the
fact that many of these companies also undertake construction, which traditionally
shows low returns. The only true construction company in the sample, Kumagai Gumi
(HK) Ltd., showed a loss for the period.
 - 79 -

Figure 5.12 - Return to Shareholders by Industry

Figure 5.13 - Return to Shareholders by Type of Control

 - 8 0 -

In order to see whether the type of control had any influence on the return to
shareholders the graph shown in figure 5.13 was plotted. There is no strong indication
that one form of control gives a better return to investors than another. Each shows
a range of returns, both losses and profits, and although the companies which are
widely held (type 5 control) show mostly profits, the sample size is too small to draw
any firm conclusion. The subsidiary companies (6) show a very similar range of
returns to those of the dominant shareholder companies (1) which is perhaps not
surprising as most subsidiaries are 50% or more owned by the parent company.

5.2.4 Remuneration

Remuneration of directors ranged from zero to H K $ 74 million for the

companies on which data was collected but of course wide variations are to be
expected because of the varying numbers of directors and the varying proportions of
executive and non-executive directors. The top five payers were :-

Company Remuneration Directors

HK$ ex/(non-ex)

Hang Seng Bank 74,000,000 1 8

Jardine Matheson 55,000,000 9 (n.a.)

Evergo Int. Holdings 45,098,323 4 (0)

H K & Shanghai Bank 42,000,000 24 (8)

Winsor Industrial 38,956,000 15 (12)

Assuming that the non-executive directors only receive a small fee for their
intermittent attendance, the executive directors of Evergo and Winsor are extremely
well paid!
 -81 -

As information on individual directors' salaries is not available, it is not

generally possible to examine the executive and non-executive remuneration
separately.

It may be argued that directors ought to be paid remuneration which is

reasonable in absolute terms and derive benefit from directing the affairs of the
company well. Conversely they should preferably suffer some sanction when the
company fails to do well, before the company performance reaches the stage where
the chief executive is asked to resign. In order to relate the remuneration of directors
to performance, the remuneration was first expressed as a percentage of profits. The
figures relate to the reporting year for the individual company ending on a date
between April 1988 and March 1989.

The remuneration percentages must be viewed with caution as they may be

unrepresentative of the average over a number of years for various reasons:-

- The profit for the year considered may be unusually high or

unusually low, resulting in the percentage being lower or higher,
respectively. This is the case with Evergo, for instance, whose
profits were abnormally high due to some extraordinary items,
thus making remuneration a fairly reasonable-sounding 15.8% of
profits.

- The company may be a subsidiary whose non-executive directors

are executives of the main board and who are remunerated in that
capacity by the parent and therefore do not receive remuneration
for their service on subsidiary boards. The percentage will be
either zero or very low depending on how many executives are on
the board.
 The higher the ratio of non-executive directors to executives, the
lower will be the remuneration percentage, all other things being
equal.

- The larger the board and particularly the greater the number of
executives on the board, the higher will be the remuneration
percentage, all other things being equal

Remuneration ranged from zero to 62.5% of reported profit (including

extraordinary items) with an average of 4.2%.

It is worth taking a closer look at the figures for Sincere Co. Ltd, whose
remuneration of directors was the highest percentage of profits in 1988-89 (although
as mentioned in Chapter 3 the Evergo Holdings Ltd. directors took a higher percentage
of profit before extraordinary items). They are also one of the few companies which
gives a breakdown of its directors' remuneration, reporting directors' fees, salaries,
bonuses and other emoluments separately for executive and non-executive directors.

Table 5.3 - Sincere Co. Ltd. Remuneration and Profit

Year 1984 1985 1986 1987 1988 198 9 1990

i___ 8152112 7534313 6193997 6450125 10728815 12760754 165 91615

%change -8 -18 4 66 19 30

2058750 1904153 1489175 1677647 1979167 1748877 1942800

%change -8 -22 13 18 -12 11

10210862 9438466 7683172 8127772 12707982 14509631 18534415

%change -8 -19 6 56 14 28

g
| : 27514061 22388920 12901563 8756080 34705371 23216402 37559455

%change -19 -42 -32 296 -33 62

mmrnmm 37 42 60 93 37 62 49

A l l f i g u r e s In HK$


Table 5.3 shows the reported profit including extraordinary items and directors
remuneration for 1984-90 and figure 5.14 shows the same information graphically.
It can be seen that the directors remuneration has varied considerably. During the
period of falling profits up till 1986, both executive and non-executive remuneration
fell in percentage terms but not as much as profits. In 1987 they increased by 6%,
even though profits dropped a further 32%, to become a staggering 93% of profits.
Since then executive directors' remuneration has increased substantially every year,
including 1989 when despite a profit decline of 32%, the executive directors'
remuneration increased by 19%. Non-executive directorsremuneration was reduced
by 12% in that year.

Whilst there are fixed costs involved in employing executive directors, such
as housing and other accepted benefits, the variable element appears to not be varied
enough. It seems that the performance related element of their remuneration is related
much more to positive performance than negative performance.

HK$ (Millions)
40

30

20

10

Year

Profit Q"" Total Emoluments RS^I Execs KSS3 Non-Execs

Figure 5.14 - Remuneration as Percentage of Profit by Industry

 -84-

Analysis of remuneration as a percentage of profit by industry (see figure 5.15)

shows that in the finance and investment and manufacturing industries, many
companies have higher remuneration as a percentage of profits than the average, but
there are also exceptions in the hotel sector and the retailing sector.

Figure 5.15 - Remuneration as a Percentage of Profit by Industry

Table 5.4 shows the range and average for each industry. In both the hotel and
retailing sectors, one exceptionally high value distorts the average.

A plot of remuneration as a percentage of profit versus type of control (figure

5.16) shows clear evidence that some of the type 1 and type 2 control companies
award their directors very high remuneration compared to profits (although many do
not). The subsidiary companies curve shows close similarity to the type 1 control
(dominant majority) as might be expected, but without the excessively high figures.
There is a clear trend of reducing maximum remuneration as a percentage of profits
with change from type 1 control (dominant majority) through to type 5 (widely held).
Perhaps the absence of controlling shareholding in the hands of one or a few of the
 Figure 5.16 - Remuneration as Percentage of Profit by Type of Control
directors helps to curb the excesses which sometimes occur in dominant majority
controlled companies.

5.2S

Examination of the names of directors of the companies on which data was

collected shows a large number of directors who hold multiple directorships. Multiple
directorships fall into distinct categories :-

directors of both parent company and subsidiaries,

executives directors of the parent of one group who are

non-executive directors on a board of another group in the
same industry or on the board of a bank, and
 -86-

Table 5.4 - Remuneration Range by Industry

Industry Range % Average % Remarks

1. Banking 1-6 3.5

2. Finance/Investment 0-23.8 5.8 Dah Sing 23.8
Rest < 12.2%
Average 4.1%
3. Trading 0-8.9 3.5
4. Manufacturing 047.5 6.5
5. Shipping 0-1 0.4
6. Hotels 0-14.3 7.1 F E Hotels 14.3
Rest < 5%
Average 3.45
7. Entertainment 0-5.1 L7
8. Utilities 0.1-8.9 2.45 C M B 8.9%
H K Ferry 7.8%
Others <
9. Property Development 0-10.8 1.4 TianTeck 5.8%
Allied 8.9%
Shui On 10.8%
Others <

10. Construction 7.4 One only

11. Retailing 1-62.5 12.8 Sincere 62.5%

Others < 8.6%
Average 4.5%

12. Others 0.7 One only

directors of banks or other lending agencies who sit on the

board of companies (in which they probably have an
interest),

directors who hold directorships in several apparently

unrelated companies.
 -87 -

The first category is self explanatory and requires no analysis. It is right and
proper that executives of subsidiaries should sit on the main board as non-executives
since the decisions of the main board must necessarily affect subsidiaries, and
conversely executive directors of the parent sit on the boards of subsidiaries in order
to exercise a degree of control over them or at least advise and monitor them.

The second group are rather more difficult to explain since the companies
concerned appear to be in competition on the face of it. But it must be remembered
that Hong Kong is a small place and competition is not always what it seems. The
directors of the companies have many chances for social interactionmay have similar
educational backgrounds, be it from attending the same schools or universities, may
belong to the same clubs, and may belong to the same professional organisations.

Cheng et al (1988) examined the hypothesis that interlocking directorships were

a factor in the success between 1981 and 1986 of property companies publicly quoted
in Hong Kong, and found that the chairmen of the most successful properties had
directorships in other companies whereby they were able to arrange joint ventures and
additions to their land banks, thereby increasing their potential for success through
redevelopment projects. Messrs Lee Shau-kee and Kwok Tak-shing were mentioned
as being good examples of this category of directors.

The third group are again self explanatory. Banks and other lenders often
require borrowers to appoint a representative to their board in order to monitor the
company and protect their loans. Bankers may also be invited to join boards as a
source of expertise and connections in the financial world.

The fourth group are directors who have non-executive posts on a number of
seemingly unrelated companies. These are generally professionals such as bankers or
solicitors or persons who have achieved significant standing in the community. They
may be chairmen, chief executives or executive directors of a company in their own
right but their other directorships are not achieved by virtue of this fact but because
they provide informational exchange. The prime example of this category is Mr.
Charles Y.K. Lee who is a director of 12 companies of the top companies on which
data was collected for this study as well as several others. He is a chartered company
secretary by profession, and in the 1970sas a member of the Company Law Review
Board, and one of the few Chinese well versed in company law, he was invited to join
the boards of several property companies. Cheng et al argued that it was possible that
many of the joint ventures, mergers, diversification and conglomeration of these
companies were assisted by Mr. Lee's interlocking directorships, and contributed to
the success of the companies.

Appendix E l lists multiple directorships in group companies (i.e. the first

group described above) whilst Appendix E2 lists multiple directorships where at least
one directorship is not within a group (i.e. the second, third and fourth groups
described above) without attempting to subdivide them into the three categories. A
separate dissertation could be generated from a study of the interlocks and
relationships between the various companies listedalthough it is clear from a brief
perusal of "Who's Who in Hong Kong" that there are very few truly independent
directors in Hong Kong. The author intends to do no more than draw attention to this
fact for the purposes of the current study.
 -89

C H A P T E R SIX - SUMMARY, CONCLUSIONS AND RECOMMENDATIONS

6.1 Summary of Study.

This study was conceived initially as an examination of the governance of

Hong Kong companies using existing published data to establish some relevant
parameters for boards of Hong Kong companies and to see if relationships existed
between those parameters, other factors such as the type of industry and type of
control of the company, and the "success" of a company. Inevitably, problems
emerged in the course of the study and some crucial parts of the equation were less
well defined than had been hoped. In particular, the quantification of success proved
extremely difficult. Nevertheless the main objectives of the study have been achieved
and valuable data has been presented on the relationships between various parameters
of boards and companies.

The review of company law has shown how Hong Kong company law is based
almost entirely on the English company law, but has lagged significantly in several
areas, particularly those relating to disclosure and insider dealing. In a few isolated
areas the Hong Kong law incorporates amendments, made as a result of various U K
reform committees' recommendations, which have failed to get onto the U K statute
books. Hong Kong company law looks set to diverge from the English model and
follow Australian company law more closely just as Singaporean company law has
done. The laws regarding disclosure of information and insider dealing are about to
be considerably strengthened and these changes could have profound significance for
the conduct of public companies in Hong Kong.

Governance issues in Hong Kong are found to be similar in nature to those

elsewhere in the worldbut some additional problems have been highlighted as being
particularly significant in Hong Kong. These include the desirability of measures to
protect small investors, particularly the use of non-executive directors (and questions
 - 9 0 -

about their independence), insider dealingexcessive directors' emoluments and

disclosure thereof, and the problems of rights issues diluting minority shareholdings.

Collection of data brought to light the problems of obtaining sufficient data

from annual reports, in particular the status of directors (executive or non-executive)
and details of directors remuneration. Comparison of data is also complicated by the
different reporting dates used by companies

6.2 Conclusions.

6.2A

Despite the poor response resulting in a small sample size and some
deficiencies in the questionnaire itself, it can be concluded that:-

- Board meetings are generally quite short. A typical board

meeting lasts 1-2 hours and certainly no longer than three hours.

- Board meetings are held at intervals between less than once every
half year to more than once a month, with no relationship to
parameters such as industry or type of control being obvious.

- Most boards spend more time on supervisory functions than on

strategy and more than half considered comparison with
competitors to be not important or not applicable.

The results of the attempts to obtain some feel for board style were not very
rewarding. A number of companies refused to respond to this section of the
questionnaire either in its entirety or to particular statements. The range of responses
 _ 91 _

was wide and did not correlate with other variables such as industry and type of
control. Some ambiguity in the statements exacerbated the situation and further
refinement prior to sending out the questionnaires would have helped. A pilot study
would have been very useful but insufficient time was available.

6-2.2 Data from Published Sources.

The available data yielded several insights into the parameters of companies
boards. The following conclusions may be drawn for the sample of companies for
which data was collected during this study:

- Board size varied widely and some boards are too big for efficient
decision making.

- Banks and the utility companies tend to have bigger boards than
other industries, but the type of control does not seem to be an
influencing variable.

- The numbers of executives and non-executives on boards covered

a wide range, but few of the non-executives can be regarded as
independent.

- Return to shareholders over the year 1989although not a

particularly good measure of success (being too short-term), was
not found to be related to the type of control, but the finance and
investment, trading and retailing sectors show better average
returns than other industries.

- Remuneration of directors, expressed as a percentage of profits,

varied vastly between companies. Companies in the finance and
 investment, and manufacturing sectors seem to pay their directors
relatively more. Some boards of directors emoluments seem
excessive.

There is a definite trend for the average remuneration (as a

percentage of profits) to decrease with the change from single
shareholder dominance to widely dispersed equity holdings in a
company.

some of them being slightly surprising in that top directors are
frequently on the boards of apparent competitors.

Perhaps as interesting as what can be gleaned from the available data, is what
cannot be established for lack of data. Most company reports do not declare the status
of directors, and data on the ownership of the company is simply not available in
some cases, because of the practice of using nominees for shareholding.

6.23 Recommendations.

Recommendations for further study are as follows:

- In order to assess the relative success of companies as a

pre-requisite for comparison with industry or control type a better
measure is required. The return to shareholders used for this
study is a better measure than accounting profit, but a longer
period than one year must be considered. It is recommended that
a further study to produce data on returns to shareholders over a
number of years is undertaken.
 -93

The questionnaire survey, whilst useful, elicited a poor response.

Better design and personal interview rather than postal survey
would probably yield better results, and a further survey is
recommended.

- A separate study of the interlocking directorships and the

independence of directors is warranted.

The following recommendations for improvements in company law and

securities regulation are made in the knowledge that at least some of them are already
near to being enacted:

- More detailed disclosure in company accounts of directors

remuneration, along the lines of U K requirements, and declaration
of the executive or non-executive status of directors.

- Implementation of the Securities (Disclosure of Interests)

Ordinance (1988) to allow examination of shareholdings and
amendments to include measures to enable companies
investigating share ownership to easily penetrate chains of
nominee holders.

- Implementation of the Securities (Insider Dealing) Ordinance

(1990).

- Regulation of the use of rights issues and other devices in order

to afford better protection to minorities.

It is hoped that the these measures would, by enabling freer access to

information about companies and who owns them, encourage better governance by
boards because of increased scrutiny by shareholders.
 -94 -

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Anon, (1986): Law of Companies in Australia, CCH Australia Ltd.

Anon, (1989): Company Law Handbook. Butterworths, London.

Anon, (1990): How do they rate? Hong Kong's listed-company shares

Inc.,

Anon, (1988): The Stock Exchange Year Book. The Stock Exchange of Hong Kong
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Berle, A. & Means, G. C , (1968): The Modern Corporation and Society (revised
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Cheng, M., Fong, G.,Gordon, A., Leung C & Wong, A. (1988): Interlocking
Directorates and Their Impact on the Performance in the Property Sector in
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Corkery, J. F., (1987): Directors Powers and Duties. Longman.

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Bowen, N. (ed)). TolleyCroydon.

Farrar, I . HFureyN & Hannigan, B (1988): Company Law (second edition).

Butterworth, London,
 -95 -

FranksI A., (1986): The Company Director and the Law. Longman.

FureyN. E., (1990):

Hicks, A (1989): The Companies Act of Singapore: an Annotation. Butterworths,

Singapore.

Hicks, A (1980): Accountability of directors - in Selected Lectures on the

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Li, Z. E (1986): An Introduction to Hong Kong Company Law. Gregarian, Hong

Kong.

Mace, M. L. (1986): Directors: Myth and Reality, Harvard Business School Classics
Edition. HBS Press, Boston

Mintzberg, H., (1984): Who Should Control the Corporation? California

Management Review, Vol XXVIIAutumn, 1984.

Mintzbcrg, H(1983):
management policy series). Prentice-Hall Englewood Cliffs, N J .

Mitchell, R L R. (1989):
Butterworth, London
 -96-

MorseG. (editor),(1987): Companies Consolidation Legislation 1987. Sweet &

Maxwell, London.

Northey, J. F (1987): Introduction to Company Law. Butterworths.

PillaiP. N(1987):
Butterworth (Asia), Singapore.

Redding S. G. & Wong, G.(1986): The Psycology of Chinese Organizational

Behaviour - in The Psycology of Chinese People, (Bond, M. H (ed)). Oxford
University Press (Hong Kong).

Shum, C. C. Y (1989): Business Associations. Hong Kong University Press.

Silin R (1976): Leadership and Values. Harvard University Press. (Quoted in

Tricker, 1989).

Spencer, A. (1983): On the Edge of the Organization - The Role of the Outside
Director. John Wiley.

Stocks, T.E., (1988): Securities Legislation in Hong Kong. Longman Professional

Intelligence Reports, Longman, Hong Kong.

StottV (1987):

Taylor, R(1985):

Thomas, E J . & Fink, C. F.(1963): Effects of Group Size. Psycological Bulletin,

July J963, pp 371 - 84.
 -97 -

Tricker, R. I., (1984).

Bri

Tricker, R. I (1978):

Tricker, R. I (1989). Corporate Governance: A Ripple on the Corporate Reflection

UjejskiT (1990): Securities Regulation - in The Law in Hong Kong 1969 - 1989
(Wacks, R. (ed)). Hong Kong Oxford University Press

Wallace, P (1986): Company Law in Hong Kong. Butterworth (Asia), Singapore.

Walmsey, K (1987): Butterworths Company Law Handbook. Butterworths,

Singapore.

WilloughbyR G.(1980): An Introduction

lectures delivered in Hong Kong, May 29, 1980. Hong Kong Law Journal
Ltd., Hong Kong.
 -98 -

APPENDIX A

Letter and Questionnaire to Company Secretaries

 L ) OTrtmerldM a n Q c e m e f t g L O G s

diversity ci Hong KongHong fong
Tei 5-8392266 Teiex CEREB HX FAX 852-5-47O907
heod ot DeDarrme^1 Pre;. S. G. Reaaing, M . A.Pn.D.

ABC Secretaries Ltd. 27th June 1990

2199 Wholesome Tower
3 Circular Square
Central

Dear Sir,

I am currently undertaking a dissertation on "Corporate Governance of Hong

Kong Companies" as part of my studies for a Master of Business Administration
degree at the University.

I wonder if you would be so kind as to assist me by filling in the enclosed

questionnaire in respect of the following companies of which I understand you are the
Secretary.

CDE International Co. Ltd 3/88 - 3/89

ZYX Manufacturing Co. Ltd 6/87 - 6/88
NMO Investment Co. Ltd 11/87 - 11/88

The information required relates to the years stated because this is the latest year for
which I can access reports for all of the top 150 listed companies.

If you are not in a position to provide the information, perhaps you could ask
the Chairman or Managing Director if he would kindly answer the questionnaire. A
stamped addressed envelope is enclosed for its return. It would assist me greatly if
you could reply within 3 weeks.

Please feel free to contact me on 867-3673 or my tutor, Mr Gilbert Wong on

859-1016 if you have any queries.

Thank you in anticipation of your assistance.

Yours faithfully,

A. J* Cooper.
 QUESTIONNAIRE ON BOARDS OF DIRECTORS

Company name : ABC Co. Ltd

GENERAL

What is (are) the main business(es) of your company?

(please indicate order of importance by numbering most important as 1next most important
as 2 and so on)

banking
finance/investment
trading
manufacturing
shipping
hotel
entertainment
utilities
property development
construction
retailing

2. The directors according to the company report for 1988/9 listed the directors as shown below.
Please indicate which of these were non-executive (ie those who hold no executive post or
responsibility within the company).

Exec non-exec

BLUCK D R Y
BONG S Y DANIEL
CHENG K S HENRY
LEUNG H M
MORRISON A G
SELWAY-SWIFT P E

[Questionnaires to companies where the directors were not known included the following request :-

2. Please list below the directors for the reporting year which ended between April 1988 and
March 1989 and indicate which of these were non-executive (ie those who hold no executive post or
responsibility within the company).

(It would be helpful if you could provide a copy of the company report for that year to the Mong
Kwok Ping Data Bank of the Department of Management Studies, as no copy is available at present.)]
BOARD MEETINGS

How often does the Board meet?

__ more than once a month

once a month
once every two months
quarterly
half yearly
__ less than half yearly

How many hours do Board meetings usually last?

" less than 1

more than 6

Does the Board have any sub-commitees or working parties?

(eg audit committee, remuneration committee)

yes
no

If yes please give details:-

Please indicate whether you agree with the following statements by circling the appropriate
number:-

1 - strongly disagree
2 - disagree
3 - neither agree nor disagree
4 - agree
5 - strongly agree

The Chairman encourages discussion 1 2 3 4 5

Some directors aren't active in discussion 1 2 3 4 5
A vote is taken on important issues 1 2 3 4 5
Some decisions are made before the meeting 1 2 3 4 5
Strategy is frequently discussed 1 2 3 4 5
The board approves management decisions 1 2 3 4 5
Key decisions are made by a few directors 1 2 3 4 5
All directors take part in discussions 1 2 3 4 5
The board rubber-stamps manager's decisions 1 2 3 4 5
Issues are discussed openly 1 2 3 4 5
The Chairman exercises tight control 1 2 3 4 5
Decisions are reached by concensus 1 2 3 4 5
Meetings are dominated by a few directors 1 2 3 4 5
Most directors speak during a meeting 1 2 3 4 5
Directors disagree about issues 1 2 3 4 5
 BOARD FUNCTIONS

Please indicate how important the following functions are to the company. Please circle
appropriate number:-

0 - not applicable
1 - not important
2 - fairly important
3 - very important

Supervisory functions importance

budgetary control 0
monitor financial results 0
monitor management activities generally 0

Accountability functions

report to shareholders 0
deal with regulatory issues 0
review audit reports 0

Corporate policy functions

endorse budgetary plans 0

create/modify corporate culture 0
set corporate policy 0

Strategic functions

compare with competitors 0 3

formulate strategy 0 3
set corporate direction 0 3

Other functions (please specify):-

012 3
012 3
012 3

What percentage of the Board's time is spent on each function?

Supervisory function
accountability function
Corporate policy function
Strategic function
Other function

Thank you for your co-operation. Please return this questionnaire in the envelope provided.
 APPENDIX B 1

Names of Company Secretaries - Individuals.

 -104 -

Secretary's Name Company

A CLEMENT BROWN HONGKONG AND SHANGHAI HOTELS, LTD., THE

A DCLARK HONGKONG ELECTRIC HOLDINGS LTD.
ALLAN K DOBSON ORIENT OVERSEAS (HOLDINGS) LTD.
AMBROSE SO SHUN TAK ENTERPRISES CORPORATION LTD.
AU HIN MAN SINCERE CO. LTD., THE
C H CHOY DAO HENG HOLDINGS LTD.
CAROLINE FUNG CHUNG YEE KING FOOK HOLDINGS LTD.
CHAN K A Y CHEUNG BANK OF EAST ASIA, LTD., THE
CHAN KWOK WAI GOLD PEAK INDUSTRIES (HOLDINGS) LTD.
CHENG SOON SAU HONGKONG FERRY (HOLDINGS) CO. LTD.
CHENG WAI KAY LIU CHONG RING INVESTMENT LTD.
CHESTER TANG CHIN CHANG SOUTH SEA TEXTILE MANUFACTURING CO., LTD
CHUNG CHE SUM WING LUNG BANK LTD.
CLEMENT LO CHUI CHUN SUN HUNG KAI PROPERTIES LTD.
D A G GRANT INDUSTRIAL EQUITY (PACIFIC) LTD.
DANIEL YUEN SHAW BROTHERS (HONG KONG) LTD.
DAVID LAW JOAN WAI BURWILL INTERNATIONAL LTD.
GABRIEL CHAN WONGS INDUSTRIAL (HOLDINGS) LTD.
EDWARD CHOW KWONG FAI HWA KAY THAI (HOLDINGS) LTD.
EDWIN NG DICKSON CONCEPTS LTD.
FERNANDO L CASPAR SAN MIGUEL BREWERY LTD.
FRANKIH WONG YUEN LEUNG SHUI ON GROUP LTD.
FRANKY LUP WAI TAM LAI SUN DEVELOPMENT CO, LTD.
FREDERICK CHUNG YIN SHU MELBOURNE ENTERPRISES LTD.
GILBERT NG MAN WO STELUX HOLDINGS LTD.
GRACE CHENG TRISTATE HOLDINGS LTD.
HELEN LEE 01 CHUN CAFE DE CORAL GROUP LTD.
HO MIN CHEE KWONG SANG HONG, LTD., THE
HORACE L D CHENG ASIA SECURITIES INTERNATIONAL LTD.
J A H LEIGH CHINA LIGHT & POWER CO., LTD.
J R ADAMS SWIRE PACIFIC LTD. "A"
CATHAY PACIFIC AIRWAYS LTD.
JENNIFER H N POLLY PECK FAR EAST LTD.
JOHN C N CHUI CROCODILE GARMENTS LTD.
JOSEPH MAU HYSAN DEVELOPMENT CO., LTD.
JOSEPH SETO KUMAGAI GUMI (HONG KONG) LTD.
K A T Y MA CHING MAN TAI SANG LAND DEVELOPMENT LTD.
KENNETH KEITH CLAYDON HONG KONG TELECOMMUNICATIONS LTD.
KENNETH TSANG KIN PING KADER INDUSTRIAL CO. LTD.
KWOK PUN TAK WAH KWONG SHIPPING GROUP LTD.
KWOK Y A M SHEUNG CHEVAUER (HK) LTD.
L I B WONG FURAMA HOTEL ENTERPRISES LTD.
L Y TANG SING TAO LTD.
L A M CHAI YING CHOW SANG SANG HOLDINGS LTD.
L A M YEUNG TAK SAFETY GODOWN CO. LTD.
SOUTH-EAST ASIA INVESTMENT & AGENCY CO.

LARS LYKKE IVERSEN EAST ASIATIC CO. (HONG KONG) LTD., THE
 -105

Secretary's Name Company

LAURENCE SUK FONG HKR PROPERTIES LTD.

MDSGLY CORPORATION LTD., THE
LAW KWAI LAM FOUNTAIN SET (HOLDINGS) LTD.
LEUNG CHI KIN NEW WORLD DEVELOPMENT CO., LTD.
NEW WORLD HOTELS (HOLDINGS) LTD.
LEUNG LEE KWAI FONG GRAND HOTEL HOLDINGS LTD.
LUI CHUNG YUEN KOWLOON MOTOR BUS CO. (1933) LTD., THE
M PEREIRA LAP HENG CO., LTD.
MA KWONG WING HANG SENG BANK LTD.
MADELINE WONG MAY LUNG HON KWOK LAND INVESTMENT CO. LTD.
MASASHI TAKAHASHIO YAOHAN" HONG KONG CORPORATION LTD.
N D MCGEE HUTCHISON WHAMPOA LTD.
CAVENDISH INTERNATIONAL HOLDINGS LTD.
NANCY CHAN ASM PACIFIC TECHNOLOGY LTD.
NELSON YUEN WAI LEUNG HANG LUNG DEVELOPMENT CO. LTD.
AMOY PROPERTIES LTD.
P A HALL HONGKONG LAND CO. LTD., THE
PAUL ABESSER SIME DARBY HONG KONG LTD.
PHILIP STUBBINGS WORMALD PACIFIC LTD.
R C KWOK JARDINE MATHESON HOLDINGS LTD.
JARDINE STRATEGIC HOLDINGS LTD.
DAIRY FARM INTERNATIONAL HOLDINGS LTD.
MANDARIN ORIENTAL INTERNATIONAL LTD.
R G BARBER HONGKONG & SHANGHAI BANKING CORPORATION,
R T H CHAN HONG KONG AND CHINA GAS CO. LTD., THE
ROBERT CHAN TIN CHEUK WING ON (HOLDINGS) LTD., THE
RONALD A BROWN FIRST PACIFIC CO. LTD.
RONALD TSE ALLIED PROPERTIES (HK) LTD.
ALLIED OVERSEAS INVESTMENTS LTD.
SKFUNG HK-TVB LTD.
TELEVISION BROADCASTS UMITHD
SONG YIHAN KA WAH BANK LTD., THE
STANISLAU TSAO LAI SUN GARMENT (INTERNATIONAL) LTD.
SUSAN YIP CHEELAN JOHNSON ELECTRIC HOLDINGS LTD.
TKLUI M1RAMAR HOTEL & INVESTMENT CO., LTD.
TOMMY TAM KWAN YIU ASIA INSURANCE CO LTD.
W B LAM WINSOR INDUSTRIAL CORPORATION LTD.
WILLIAM HO MOOK L A M VIDEO TECHNOLOGY INTERNATIONAL (HOLDINGS) LTD
WILLIAM WONG WING LUN HENDERSON INVESTMENT LTD.
HENDERSON LAND DEVELOPMENT CO. LTD.
WONG WING KEUNG CHINA MOTOR BUS CO., LTD.
YEUNG CHIK KIN LEH KING DEVELOPMENT LTD.
YEUNG K A M HOI BOND CORPORATION INTERNATIONAL LTD.
 APPENDIX B2

Names of Company Secretaries

Secretarial Services Companies

Secretary's Name
ADVANCE SECRETARIES LTD.
AMALGAMATED SEC SERVICE LTD.
CENTURY CITY (SECTS) LTD.
CIE SECRETARIAL SERVICES LTD.
CONSEC SERVICES LTD.
DEODAND (NOMINEES) LTD.
DEODAND (SERVICES) LTD.
ESANO SECRETARIES LTD.
EVER TRUE CO. LTD.
EVERGO SECRETARIES LTD.
FAIR WIND SEC SERVICES LTD.
G E SECURITIES LTD.
M M CHONG (CORP SERVICES) LTD.
JARDINE MATHESON & CO LTD.
JOHN SWIRE & SON (HK) LTD.
LOK HOLDINGS LTD.
MODEST SECRETARIAL SERVICES LTD.
NOVEL SECRETARIES LTD.
PEREGRINE SERVICES LTD.
PHIUP (NOMINEES) LTD.
PROMINENT SERVICES LTD.
RAMILLIES LTD.
REGISTERED OFFICES (HK) LTD.
SEKOTS & CO. LTD.
SEKOTS SECRETARIAL SERVICES LTD.
SMI SEC & MGMT SERVICES LTD.
T A SECRETARIAL SERVICES LTD.
TAI CHEUNG SECRETARIES LTD.
UNITED SEC & CO SERVICES LTD.
WBC SECRETARIES LTD.
WHEELOCK MARDEN & CO. LTD.
W1NEUR SECRETARIES LTD.
WORLD-WIDE SECRETARIES LTD.
-107 -
Company
LAM SOON (HONG KONG) LTD.
ORIENTAL PRESS GROUP LTD.
SINO REALTY & ENTERPRISES LTD.
SINO LAND CO. LTD.
PALIBURG INVESTMENTS LTD.
CENTURY CITY HOLDINGS LTD.
REGAL HOTELS (HOLDINGS) LTD.
FAR EAST HOTELS & ENTERTAINMENT LTD.
NAN FUNG TEXTILES CONSOLIDATED LTD.
TIAN TECK LAND LTD.
ASSOCIATED INTERNATIONAL HOTELS LTD.
LAWS FASHION KNITTERS LTD.
WILLIAM HUNT HOLDINGS LTD.
ELEC & ELTEK COMPANY LTD.
EVERGO HOLDINGS COMPANY LTD.
CHINESE ESTATES, LTD.
CHINA ENTERT'MENT & LAND INVESTMENT CO
PAUL Y. HOLDINGS CO. LTD.
CONTINENTAL HOLDINGS LTD.
HOPEWELL HOLDINGS LTD.
SHUN HO INVESTMENTS (HOLDINGS) LTD.
TAI SHING DEVELOPMENT HOLDINGS LTD.
TSE SUI LUEN JEWELLERY (HOLDINGS) LTD.
CHEUNG KONG (HOLDINGS) LTD.
GREAT EAGLE CO. LTD., THE
HSIN CHONG HOLDINGS (H.K.) LTD.
ZUNG FU CO. LTD.
HONG KONG AIRCRAFT ENGINEERING CO. LTD.
SUN CO., LTD, THE
FAR EAST CONSORTIUM LTD.
NOVEL ENTERPRISES LTD.
DAH SING HNANQAL HOLDINGS LTD.
RAYMOND INDUSTRIAL LTD.
LUKS 1NDUSTRUL CO. LTD.
SEMI-TECH MICROELECTRONICS (FAR EAST) LTD.
JADEMAN (HOLDINGS) LTD.
EIE DEVELOPMENT (INTERNATIONAL) LTD.
NANYANG COTTON MILL LTD.
SHUI HING CO LTD., THE
OCEAN-LAND DEVELOPMENT LTD.
SCILLA HOLDINGS LTD.
TIAN AN CHINA INVESTMENTS CO. LTD.
TAI CHEUNG PROPERTIES LTD.
WING ON CO., LTD., THE
PARK HOTEL LTD.
INTHRNATFL MARITIME CARRIERS (HLDGS) LTD.
HONGKONG REALTY AND TRUST CO., LTD.
REALTY DEVELOPMENT CORPORATION LTD,
CROSS-HARBOUR TUNNEL CO., LTD., THE
SUN HUNG KAI & CO. LTD.
HARBOUR CENTRE DEVELOPMENT LTD.
LANE CRAWFORD HOLDINGS LTD.
WHARF HOLDINGS LTD., THE
WORLD INTERNATIONAL (HOLDINGS) LTD.
 APPENDIX C

Questionnaire Results
 -109-

Table C I - Answers to Questions in Section B

Company Name Q. no. B1 B2 B3 Committees

Amoy / Hang Lung 1 2 N

Asia Securities 3 2 N

Cheung Kong 2 2 N

Chevalier 5 Y Executive

China Light & Power 2 3 Y Finance, Audit,

Compensation,
General
Purposes

China Motor Bus 3 3 Y

Dickson Concepts 1 2 N

East Asiatic 1 1 N

First Pacific 4 3 Y Compensation

Fountain Set 2 3 Y Ad-hoc

HAECO 2 2 Y Executive

H K Ferry 4 2 N

H K Land 6 2 N

H K & S Hotels 2 3 Y Executive

Johnson Electric 1 N

Lai Sun Garment 1 1 N

Novel Enterprises 4 2 Y

Shaw Brothers 4 1 N

S H K Properties 2 2 N

S H K & Co 5 2 Y Executive

TVB 4 1 Y Executive

Yaohan H K 2 2 Y
 110 -

i en cn C^I cs cn n cn <N prs tn

i cn

rt
ro

1
en C
M cn 04 CO <
S cn S en <N CS C< S CS <s

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I cn m *n *n m

I <
>
s CO CS en C
O - cn <s <
N tn cn

1
UOPOQS

a\ oi
i <S cn <s cn CS cn - C4 - cs CS - C4

Tt

vn <s <
S ro n w
n <s O
C O
P cn to

*rj cn rt cn

i IO cn rt cn tn

I c*> cn cn tn <s cs C4 cn

<?
z cn *n *n : *0 CO xf

C4 r4 <s CA C4 <
S <
>
r C4 C4 ci C4 ci c4

iTi
i en cn *o
*ri cn

Company Name

I I m

3

I .a

e
SHK Properties

|
i
HK & S Hotels

1 1 M 1 1 SI o i
1 1 oS
m 1
M j I
C
O
1 SHK

I I I I 1 1 1 l i >*
|

I
 -Ill -

C
O cn cn cn n tn r4 <s cn cn m m

m tn cn m 0 en cn <N

en C4 tn <s

CS <S <N cn cn <S <s cn c< <s O o <s tn <s

- tn
C1C-3

ci C
O 0 cn cn cn C
O - <r\ eA cn n n 0 cn en tn
ClC-2

cn cn cn ri cn m o <S C
O CS 04 0 - cn <N <N N

ClC-1

m <n <
n C
O o 0 CJ cn 0 m

o <s cn cn N m rn O C4 r^t C
O Cv4 r4 CS irt C
O m C
O cn
ClA-2

<s cn ro cn cn m cn iS CS m to *s m cn <s irt cs cn tn

cn cn cn tn cn m tn r^i C
O cn tn M
C C
O m tn
CI S 3

o r4 ci m m m - C4 C
O C4 *s C4 0 tn cn cn cn

ClS-2

cs cn n ro m cn oi n cn ra cn C
*
1 tn r4 cn n

I trs cn C^l m cn tn cn C4 cn en cn o O cn c* cn to
Company Name

I 1 1 11
I1 1 I 1
0 C
ja
SHK Properties

I I 11 i i>-
| Shaw Brolhcn

i
SHK& Co

1 J 11
a
| Firat Pacific

_5 C
/
3
-a 8 4 -S Q
Q
i i i 3 z
1
1
|
|
 Table C4 - Answers to Questions in Section C2

Company Name C2-1 C2-2 C2-3 C2r4 C2rS

Amoy / Hang Lung

A s k Securities 30 20 20 30

Cheung Kong 20 20 20 40

Chevalier

China Light &. Power 20 10 20 50

China Motor Bus

Dickscn Concepts

East Asiatic 20 20 35 25

First Pacific 50 10 10 30

Fountain Set 30 30 20 20

HAECO 70 10 10 10

H K Vcxry 30 30 10 10 10

HKLand 25 25 25 25

H K & S Hotels 50 20 10 10 10

Johnson Electric

L a i Sun Gamumt 10 30 60 0

Novel Enterprises 40 20 40 0

Shaw Brothers 15 20 30 35

S H K Properties

SHK & Co

TVB

Yaohan H K 30 10 20 20 20
 -113 -

APPENDIX D

dBase Files Used and Listings

of Main Files
 Table D1 - Main dBase Files

FILE N A M E FIELDS CONTENTS

CODIR89.DBF Newcode Stock Exchange code

DIRCONAM.NDX Coname Company name
CODIR89.MDX Dname Director's name
CODIR89.DBT Post Post(s) held by director
Edned l=exec, 2=non-exec, 9=unknown
DSO Directors ordinary shareholding
DPSO Directors preference shareholding
Other Non-beneficial shareholdings
IPCSHold Percentage shareholding
Memo Notes on shareholdings

CONAM89.DBF Newcode Stock Exchange code

CONAM89.NDX Coname Company name
CONAM89.MDX Yr Report year end (format Y Y M M )
Remun Remuneration of directors
Remunpcent Remuneration as % of profits
NosharesO Issued shares at start of year
Noshares Issued shares at end of year
Profit Profit attributable to shareholders in reporting
year
Prevprofit Ditto but in previous 5 years
EPS Earnings/share in reporting year
Dividend Dividend in 1989
Return % Return to shareholders in 1989
Industry Industry code
Control Code for type of control
UHC Ultimate holding company
Position Ranking by market capitalization on 1/4/89
 Table D2 - Other dBase Files

F ILE N A M E FIELDS CONTENTS

MULTLVUE none To set up base files, index files and

relationships between files.

DIRCOUNT.DBF CONAME, Data on numbers of directors, extracted

DIRCOUNT.QBE DNAME from base files by query.

EDCOUNT.DBF CONAME, Data on numbers of executives extracted

EDCOUNT.QBE EDNED from base files by query.

NEDCOUNT.DBF CONAME, Data on numbers of non-executives

NEDCOUNT.QBE EDNED extracted from base files by query.

EDNEDCNT.DBF CONAME, Data on ratio of numbers of executives and

EDNED, RATIO non-executives

NOINFON.DBF As for Companies for which full data was not

NOINFO.DBF CONAM89.DBF available, extracted from CONAM89.DBF
CODIR89.DBF and CODIR89.DBF
 1 1 6 -

1
Conipany i Rcpcrt Dircacffs shares No. shaics Profit E P S Sh pricc Sh price
date rcmuncr.n t of yr end of yr

373 A L L I E D O V E R S E A S INVESTMENTS L T D . 8806 2495000 409626775

56 A L L I E D PROPERTIES (HK) L T D . 8806 22507000 231000000

101 A M O Y PROPERTIES L T O . 8806 26000

103 ASIA I N S U R A N C E CO., L T D . 8812 4217000

271 ASIA SECURITIES INTERNATIONAL L T D . 8812 1879000

105 A S S O C I A T E D INTERNATIONAL H O T E L S L T D . 8903 5267000

7023 B A N K O F E A S T A S I A LTD., T H E 8812 9971000

24 B U R W I L L I N T E R N A T I O N A L L T D . 8903 3543000

293 C A T H A Y PACIFIC A I R W A Y S L T D . 8812 20600000

123 C A V E N D I S H INTERNATIONAL HOLDINGS L T D 8812 3100000

355 C E N T U R Y C I T Y HOLDINGS L T D . 8812 310450

1 C H E U N G K O N G (HOLDINGS) L T D . 8812 8154561 9.65

0 CHINA L I G H T & POWER CO., L T D . 8809 12000000

26 CHINA M O T O R BUS CO., L T D . 8806 6281000 70753000

513 C O N T I N E N T A L HOLDINGS L T D . 8906 4933000 88898000

122 C R O C O D I L E G A R M E N T S L T D . 8903 1864000 123070000

32 CROSS-HARBOUR T U N N E L CO., LTD., T H E 8812 191000

440 D A H SING F I N A N C I A L HOLDINGS L T D . 8812 1797000

113 D I C K S O N C O N C E P T S L T D . 8903 9229000

156 E I E D E V E L O P M E N T (INTERNATIONAL) L T D . 8903 758617

33 E L E C A E L T E K C O M P A N Y L T D . 8806 7896000

342 FAI INSURANCES L T D . 8806 5432664

34 E V E R G O HOLDINGS C O M P A N Y L T D . 8904 45098323

342 F A I INSURANCES L T D . 8806 5432664 220661654

35 F A R E A S T C O N S O R T I U M L T D . 8903 655889 778380000

37 F A R E A S T H O T E L S & E N T C R T A I K M E N T L T D . 8803 857487

142 FIRST PACIFIC CO. L T O . 8812 1971000 974.779076 22199000

420 F O U N T A I N S E T (HOLDINGS) L T D . 8808 11014590

40 G O L D P E A K INDUSTRIES (HOLDINGS) L T D . 8903 2783848

195 G R A N D H O T E L HOLDINGS L T D . "A" 8906 1983000 0.188

0 G R A N D H O T E L HOLDINGS L T D . "BM 8906 0

41 G R E A T E A G L E C O . LTD., T H E 8809 1711368

10 H A N G L U N G D E V E L O P M E N T C O . L T D . 8806 16783000

7011 H A N G S E N G B A N K L T D . 8812 74000000

51 H A R B O U R C E N T R E D E V E L O P M E N T L T D . 8903 510 223422000

162 H A W P A R B R O T H E R S INTERNATIONAL L T D . 8812 339000 1639450G0

97 H E N D E R S O N I N V E S T M E N T L T D . 8806 491000

12 H E N D E R S O N L A N D D E V E L O P M E N T C O . L T O . 8806 6856000

480 H K R PROPERTIES L T D .

9 HK-TVB LTD.

160 H O N K W O K L A N D I N V E S T M E N T C O . L T D . 379000

44 H K A I R C R A F T ENGINEERING C O . L T D . 15.60 21,70

3 H O N G K O N G A N D C H I N A G A S C O . LTD., T H E 454053600 423900000 16.90 20.50

A C OA
8 H O N G K O N G TELECOMMUNICATIONS LTD. 660400000

45 H O N G K O N G A S H A N G H A I H O T E L S , LTD.,T H 986551763 5.65 4.70

6 H O N G K O N G E L E C T R I C HOLDINGS L T D . 7.05 7.55

50 H O N G K O N G F E R R Y (HOLDINGS) C O . L T D . 6.55 5.00

7 H O N G K O N G L A N D C O . LTD., T H E 0.43 8.30

49 H O N G K O N G R E A L T Y A T R U S T CO., L T D . "A" 368354250 368354250 4.60

7005 H O N G K O N G A S H A N G H A I B A N K I N G CORP 7.40

54 H O r e W E L L H O L D I N G S L T D , 1446303000 1453991000 Z52

New Company r Report Directors No. shares No. 3 E P S Sh price Sh pricc Iwl. Uliimaije
date rcmuner'n start of yr end c start yr end year Holding Co.

13 HUTCHISON W H A M P O A LTD. 8812 32100000 3989128576 3989128576 360300<X)00 1.190 8.80

155 H W A K A Y THAI (HOLDINGS) LTD. 8903 3913000 0.290 2.4 3.38
14 H Y S A N D E V E L O P M E N T CO., LTD. 8812 1828000 4330872787 4330872787 0.082 L7A 1.27
117 INT'L MARITIME CARRIERS (HOLDINGS) 8903 46324000 251961000 227103000 1.160 4.54 6.95 T S A O W E N KING &

CO. (LIBERIA)
15 JARDINE M A T H E S O N HOLDINGS LTD. 55000000

208 JARDINE STRATEGIC HOLDINGS LTD.

15
179 JOHNSON ELECTRIC HOLDINGS LTD. 8903

7183 K A W A H B A N K LTD., T H E
cmc
180 K A D E R INDUSTRIAL CO. LTD.
BORDER SHIPPING

LTD (LIBERIA)
280 KING F O O K HOLDINGS L T D .

62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E

190 K U M A G A I GUMI (HONG KONG) LTD.

488 L A I S U N D E V E L O P M E N T CO. LTO. 2052000 218289000

191 L A I S U N G A R M E N T (INTERNATIONAL) LTD.

411 L A M S O O N (HONG KONG) LTD. 110243407

66 11.20 20
66 L A N E C R A W F O R D HOLDINGS LTD. "B" 8903 465850000 20
67 L A P H E N G CO., L T D . S6303310 110281196

68 L E E HING D E V E L O P M E N T L T D . 2.35

194 L I U C H O N G HING INVESTMENT LTD. 3.65

366 L U K S INDUSTRIAL CO. L T D . 317946200 0.66

422 M A N D A R I N ORIENTAL INTERNATIONAL LTD. 674796075 5.20

158 M E L B O U R N E ENTERPRISES LTD. 8809 25000000 4^00

478 M I N G L Y CORPORATION LTD., TOE 8903 1651800001 0,71

71 M I R A M A R H O T E L A INVESTMENT CO., LTD. 2886545 531581890 162567527 6.95

17 N E W WORUD D E V E L O P M E N T CO., LTD. 1141072000 10.50

64 N E W W O R L D HOTELS (HOLDINGS) L T D . 390750000

178 N O V E L ENTERPRISES L T D . 626322000

332 ORIENT OVERSEAS (HOLDINGS) LTD.

18 ORIENTAL PRESS GROUP LTO. 178345866

369 P O L L Y P E CK F A R E A S T LTD. 170

229 R A Y M O N D INDUSTRIAL LTD. 115595911

232 R E A L T Y D E V E L O P M E N T CORP LTD. "A" 184112500 L4152000

232 R E A L T Y D E V E L O P M E N T COm> LTD. "B" 8903 92056250 0

78 R E G A L HOTELS (HOLDINGS) LTD. 4912252 1151594204 262680886 5 355

237 S A F E T Y G O D O W N CO. L T D . 8903 1584750 104544000 104544000 73982259 0

236 S A N M I G U E L BREWERY L T D . 186785280 95858251 3 S A N MIGUEL CORP

(PHILIPPINES)

448 SEMr-TECH MICROELECTRONICS (FE) LTD. 8901 138000000 0.140 0,72 0.87 0 INT. SEMI-TECH

MICROELEC.(CAN)

80 SHAW BROTHERS (HONG KONG) L T D . 8903 1610000 398390400 398390400 167215000 0.410 4.88 3.68

82 SHUI O N G ROU P L T D . 8803 6153742 64262500 705855000 57237623 0.084 0.00 0.00

263 SHUN H O INVESTMENTS (HOLDINGS) L T D . 8903 847500 246540000 295848000 109153971 0.370 1.29 2.55

242 S H U N T A K ENTERPRISES CORPORATION L T D . 8812 28000 95893252 161520992 2051200203 0.405 2.58 3.15

249 SIME D A R B Y H O N G K O N G LTD. 8806 5000000 233100000 233100000 160500000 0.317 2.35 2.93 SIME D A R B Y B H D

(MALAYSIA)

244 SINCERE CO. LTD., T H E 8 9 0 2 14509631 110000000 23216402 2.110 4 5 . 0 0 85.00

233 SING T A O L T D . 8903 1793000 288000000 182657000 0.330 2.65 1,98

83 SINO L A N D C O , L T D . 327057938 0.050 0.57 0.47

247 SINO R E A L T Y & E N T C R m S E S L T D . 233087417 0.048 0.52 0.4^

16 S U N H U N G K A I PROPERTIES L T D . 2020225537 1.340 1 1 7 0 12.50

 118
New Cosnpsny i Report Dircctctfs No. shares No. shares Profit E P S Sh price Sh pricc
late t of yr end of yr

86 S U N H U N G K A I & CO. LTD.

19 SWIRE PACIFIC L T D . _A"

19 SWIRE PACIFIC L T D . "B" 3033575104

88 T A I C H E U N G PROPERTIES LTD. 386633750 43435000C

90 T A I SHING D E V E L O P M E N T HOLDINGS LTD. 27587608S

511 TELEVISION BROADCASTS LIMITED 325653000

28 T I A N A N CHINA INVESTMENTS CO. LTD. 1252954C

256 T I A N T E C K L A N D L T D . 9314900C

458 TRISTATE HOLDINGS LTD. 76746848

95 W A H K W O N G SHIPPING GROUP LTD. 0.390

4 W H A R F HOLDINGS LTD., T H E

7096 WING L U N G B A N K L T D .

289 WING O N CO.. LTD., T H E

290 WING O N (HOLDINGS) LTD., T H E 6713000

98 WINSOR INDUSTRIAL CORPORATION L T D . 38956000

99 WONG'S INDUSTRIAL (HOLDINGS) LTD. 3786224-68 110639000

20 WORLD INTERNATIONAL (HOLDINGS) LTD. 2048506899 846300000

260 W O R M A L D PACIFIC L T D . 43428000C 185222000

292 Y A O H A N H O N G K O N G CORPORATION LTD. 35617568

100 Z U N G F U C O . L T D . 174.75000C
 -119 -
Directors N a n x Post Excc/ Indu.
held ncai-cx shaiehidg sfaarehldg shareUdg sharehldg

ALLIED OVERSEAS IINVESTMENTS LTD. LEE MING TEE C 9 Q 34.09

ALLIED OVERSEASi IINVESTMENTS LTD. CHAN CHUN O N 9 0 4.91
373 ALLIED OVERSEASINVESTMENTS
1 LTD. NG KWOK CHEUNG PAUL 9 Q 0.00
373 ALLIED OVERSEAS5 IINVESTMENTS LTD. LEE SENG WEI PATRICK 9 0 0.00
373 ALLIED OVERSEAS>INVESTMENTS LTD. JONES ALAN STEPHEN 9
0.00
373 ALLIED OVERSEASi ]INVESTMENTS LTD. GREEVES OLIVER NEILS 9 0
0.00
373 ALLIED OVERSEASi 1INVESTMENTS LTD. SUN FA MIN 9 0
0.00
373 ALLIED OVERSEASi 1INVESTMENTS LTD. SHEN ZHOU 9 0
0.(X)
56 ALLIED PROPERTIES (HK) LTD. N G KWOK CHEUNG PAUL CEO 9 0
7.41
56 ALLIED PROPERTIES (HK) LTD. CHAN CHUN O N 9 0
0.00
56 ALLIED PROPERTIES (HK) LTD. LEE SENG WEI PATRICK 9 0
0.00
56 ALLIED PROPERTIES (HK) LTD. JONES ALAN STEPHEN 9 0
0.00
101 A M O Y PROPERTIES LTD. YIN S S MD 1 197300
1.77
101 A M O Y PROPERTIES LTD. YUEN W L NELSON 1 0
O.OO
101 A M O Y PROPERTIES LTD. CHAN C C RONNIE 1 0 316395 0.02
101 A M O Y PROPERTIES LTD. ARCULLI R J 2 541503 27697874
1.79
101 A M O Y PROPERTIES LTD. CHEN T T THOMAS C 1 19857419 2370000
1.41
103 ASIA INSURANCE CO., LTD. CHAN Y H ROBIN C 9 635813 8691800
16.20
103 ASIA INSURANCE CO., LAU C K MD 1 162072
0.28
103 ASIA INSURANCE CO., CHOI C K 9 0
0.15
103 ASIA INSURANCE CO., LAUM N 9 0
12,19
103 ASIA INSURANCE CO., SAYY L 9 24^217
0.43
ASIA INSURANCE CO.,, L T D WONGK L 9 0
0.00
ASIA INSURANCE CO.,. L T D GAW T C ANTHONY 9 603602
1.05
A S I A INSURANCE CO., SOPHONPANICH OIOEDCHU 9 18758
0.03
ASIA INSURANCE CO., WONG PETER C 9 0 0.00
ASIA INSURANCE CO., TSAO W K FRANK 9 1934063 3.36
ASIA INSURANCE CO.,, L T D WONG DAVID R 9 330000 0.57
ASIA INSURANCE CO.,, L T D BUCHANANJ O H N G 9 0 0.00
ASIA INSURANCE CO.,, L T D SOMMERVELLE MICHAEL N 9 0 0.00

ASIA INSURANCE CO.,, L T D T A NE H 9 33000 0.06

ASIA INSURANCE CO.,. L T D KO YING GM 1 46795 0.08

ASIA INSURANCE CO.,. L T D LEEC Y AGM 1 16612 0.03

ASIA INSURANCE CO.,, L T D WONG K H AGM 0,02

ASIA INSURANCE CO.,. L T O SOPHONPANIOT D O N N A IM 0.00

271 ASIA SECURTriES INTERNATIONAL LTO. WYLLIE W R A C 1 207492000 53.03

271 ASIA SECURTTIES INTERNATIONAL LTD. FULLERTONC M MD 1 16204000 4.14

271 ASIA SECURITIES INTERNATIONAL LTD. CHENG LUNG DON HORACE 0.02

271 ASIA SECURITIES INTERNATIONAL LTO. DAVIES D A V I D 0.36

271 A S I A SECURITIES INTERNATIONAL LTD. GALLE

I RC
rHARD THOMAS 2 600000 0.15

271 ASIA SECURITIES INTERNATIONAL LTD. LAW RICHARD E S 1 1250000 0.32

ASSOCIATED INTERNATIONAL HOTELS LTD. CHONG HOO HONG C 9 741192 17581219 5.09

ASSOCIATED INTERNATIONAL HOTELS LTD. CHEONG KMENG LIM D

C 9 2092715 12 0 0.58

ASSOCIATED INTERNATIONAL HOTELS LTD. CHEONG KENG HOOI 9 1730119 0.48

ASSOCIATCD INTERNATIONAL HOTELS LTD. CHEONG SIM L A M 9 419155 0.12

ASSOCIATED INTERNATIONAL HOTELS LTD. CHEONG BEEN KIIRNG 9 576000 0.16

ASSOCIATED INTERNATIONAL HOTELS LTD. SIN CHO CHIU CHARLES 9 360000 0.10

ASSOCIATED INTERNATIONAL HOTELS LTD. L A U W A H SUM 9 0 0.00

B A N K O F E A S T ASIA LTD., T H E LI F W 9 433275

FUNG P F KENNETH 9 153961 0.09

B A N K O F E A S T A S I A LTD., T H E
LIFS 9 8741935 4.84
B A N K O F E A S T A S I A LTD., T H E
WONGC M 9 2435172 135
B A N K O F E A S T A S I A LTD.. TOE
K A NY H 9 1156638 0.64
B A N K O F E A S T A S I A LTD., T H E
LO K S 9 63389 0.04
B A N K O F E A S T ASIA LTD.. T H E
 1 2 0 -

New Company Name Dircaors Name Excc/ Ordinary Prcicicncc Indir. ord. %agc
code
shaieMdg sharehldg sh*iMdg

7023 B A N K O F E A S T ASIA LTD., T H E HO GEORGE 2238046

7023 B A N K O F E A S T ASIA L T O , T H E LIFK 2161733
7023 B A N K O F E A S T ASIA LTD., T H E KANY F 1003460 0J6
7023 B A N K O F E A S T ASIA LTD., T H E LI K P DAVED 1977531 1.10
7023 B A N K O F E A S T ASIA LTD., T H E WONG C H 91933 0.05
7023 B A N K O F E A S T ASIA LTD., T H E LI F S ALAN 3218703 1.78
7023 B A N K O F E A S T ASIA LTD., T H E FUNG M Y 0.07
120456
7023 B A N K O F E A S T ASIA LTD., T H E LEES K 2.57
4638220
7023 B A N K O F E A S T ASIA LTD., TOE LI F S SIMON 4.10
5971227 1430965
24 BURWILL INTERNATIONAL L T D . W U S O JOVE 0.00

24 BURWILL INTERNATIONAL L T D . DALBY W KELVIN 0.00

24 BURWILLNTERNATIONAL LTD. ULRICH HOFFMANN 44158535 12.84

24 BURWILL INTERNATIONAL LTD. L A U K W DICKIE 101665126 29.57

24 BURWILL INTERNATIONAL LTD. MING K W A N D Y 197600 0.07

293 C A T H A Y PACIFIC AIRWAYS LTD. GLEDHILL D A 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. BLUCKD R Y 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. COB BOLD ROWLAND MARKD 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. DUNN LYDIA 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. EDDINGTON R I COMMD 0.00

293 C A T H A Y PACIFIC AIRWAYS LTO. HARDY M J FLOPD 0.00

293 C A T H A Y P A O F I C AIRWAYS LTD. HOUSTOUN W F 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. JOHN S M ENCD 0,00

293 C A T H A Y PACIFIC AIRWAYS LTD. KOO C Y LYDIA 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. LEEH C 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. MILES H M P 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. SCOTTEJR 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. SELWAY-SWIFT P E 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. SUTCHP D A 0.00

293 C A T H A Y PACIFIC AIRWAYS LTO. SWIRE ADRIAN 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. TSAIF DMD 0.00

293 C A T H A Y PACIFIC AIRWAYS LTO. WONG B P 0.00

293 C A T H A Y PACIFIC AIRWAYS LTD. KANG YAO 0.00

293 CATHAY PACIFIC AIRWAYS LTD. YUNG C K LARRY 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. LEONG S S W 179909 0.01

C A V E N D I S H tNTTERNATIONAL HOLDINGS LTD. MURRAY SIMON 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. MAGNUS GEORGE C 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. TSO K S 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTO. CHANN K 0.00

CAVENDIS H INTERNATIONAL HOLDINGS LTD. CHEONG OSWALD 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. CHOW A N M 0,00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. FOK C K N 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. HOTUNGJE 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. LEE CY K 0.00

CAVENDISH INTERNATIONAL HOLDINGS LTD. RICKETTS P J 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. RIGGN A 2497 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. SHEARR 0,00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD, SHURNIAK W 0.00

CAVENDISH INTERNATIONAL HOLDINGS LTD, STAUNTON H M V DH LACY 0.00

C A V E N D I S H INTERNATIONAL HOLDINGS LTD. WONG C H 0.00

YEE E L Y 0.00
C A V E N D I S H INTERNATIONAL HOLDINGS LTD.

CHOI C W MICHAEL 0.00

CITYr HOLDINGS LTD.

r r r vr HOLDINGS LTD. BONG S Y DANIEL 1269520 0.24

CENTURY O T Yr HOLDINGS L T D . CHENG Y L 0.00

r P N T T i u v r r r vr HOLDINGS L T D . Y U T K PETER 0.00

 -121 -
Ordinaiy PrcfcrcnOT Indir. c
abauehldg

C I T Y HOLDINGS L T D . N G K K KENNETH
C I T Y HOLDINGS L T D . L O Y U K SUI 245973675 4650
C H E U N G K O N G (HOLDINGS) LTD. LEUNG S H 622720 0.03
C H E U N G K O N G (HOLDINGS) LTD. CHOW N M A L B E R T DMD 0.00
C H E U N G K O N G (HOLDINGS) LTD. CHOW C W DMD 231800 0.01
C H E U N G K O N G (HOLDINGS) LTO. HUNG S L KATHERINE
0.00
C H E U N G K O N G (HOLDINGS) LTD. FOK K N CANNING DMD 0.00
C H E U N G K O N G (HOLDINGS) LTD. L E EY K CHARLES
00
.0
C H E U N G K O N G (HOLDINGS) LTD. LI ICS 743157062 33.82
MAGNUS G C
C H E U N G K O N G (HOLDINGS) LTD. 0.00
C H E U N G K O N G (HOLDINGS) LTD. LI CHONG Y M 23796344 1.08

CHINA LIGHT & POWER CO., LTD. CLANCY M J 2974 00

.0
LTD. KADOORBE HORACE 102725616
CHINA LIGHT A. POWER CO., 7.43

CHINA LIGHT & POWER CO.,

LTD. LOTS 1599 00
.0
LTD. K A D O O R E LORD 4753200
CHINA LIGHT & POWER CO., 7.77
LTD. MCAULAY R J 121752467
CHINA LIGHT & POWER CO., 8.81
LTD. WANG Y C 63037
CHINA LIGHT & POWER CO., 0.00
LTD. CHUNG S Y 227888
CHINA LIGHT & POWER C O ,
0.02
LTO. STONES W F 69120 0.01
CHINA LIGHT & POWER CO.,
RUBIN L M 0 739 00
.0
CHINA LIGHT & POWER CO.,

CHINA LIGHT & POWER CO.,

POON SK L 1440 00
.0
,LTD. KADOORIE D MICHAEL 138336493 10.01
CHINA LIGHT & POWER CO.,
GORDON SIDNEY
0.01
CHINA LIGHT & POWER C O ,
MARKOWSKI E W 739 00
.0
CHINA LIGHT & POWER CO,,
ROSS G R 0 00
.0
CHINA LIGHT & POWER CO.,
,LTD. MILLER K A 00
.0
CHINA LIGHT & POWER CO., N G A N HENRY 6381829 13.79
CHINA MOTOR
CHINA M O T O R BUS
BUS CO.,
CO. L T D Y E H M T GEOFFREY 1250 0.00
CHINA M O T O R BUS CO., N G A NK L 2873799 6.21
CHINA M O T O R BUS CO., N G A NK K 6050718 13.08

CHINA MOTOR BUS CO., TSE S F JIMMY 712100 1.54

CHINA MOTOR BUS CO., NGAN S K 5032105 10.88

CHINA MOTOR BUS CO., LIU LIT M O 0.13

CHINA MOTOR BUS CO., LAI SIUP C ALICE 00

.0
CHINA MOTOR BUS CO., SO Y C JAMES 0.00
CONTINENTAL HOLDINGS L T D . C H A N SING CHIJK CHARLES 11907025 200000125 4238

CONTINENTAL HOLDINGS LTD. CHENG SIU YIN SHIRLEY 23249225 124999875 29.65

CONTINENTAL HOLDINGS L T D . SIU KIN SEK BERNARD 812500 0.16

CONTINENTAL HOLDINGS LTD, TSUI TSIN TONG 00
.0
513 CONTINENTAL HOLDINGS L T O . LIANG SHANGLI 0.00
122 CROCODILE GARMENTS LTD, SHIU K C 0.00
122 CROCODILE GARMENTS L T D W ONG K H 0-00
172 CROCODILE GARMENTS L T D WONG C P A L E X 00
.0
122 CROCODILE GARMENTS L T O LIMP Y 153445368 31.96

122 CROCODILE GARMENTS L T D TSAO K N STANISLAUS 0.02

CROCODILE GARMENTS L T D CHAN S H TOM DC 10.00
122 CROCODILE GARMENTS 1 L A M K N PETER 153445368 31.96

122 CROCODILE GARMENTS I LAM HSEH C L 0.00

L A IY C 0.00
32 CROSS-HARBOUR T U N N E L CO., L E EP T C 0.00

32 CROSS-HARBOUR TOWEL CO., VINE PETER A L 00

.0
32 CROSS-HARBOUR T U N N E L CO., WOO K C PETER
0.00

32 CROSS-HARBOUR T U N N E L CO., 0.00

STAUNTONH M V D E L
3.16
32 CROSS-HARBOUR T U N N E L CO., KADOORIE LORD
 -122 -
few Company Name Directors Name Po Exec/ Ordinary Prcfcrcncc
ode
held nao-ex sharehldg sharehldg

32 CROSS-HARBOUR T U N N E L C O , . L T D HIGGINSON G A
0.00
32 CROSS-HARBOUR T U N N E L CO. , L T D CHEEY C 16396000 IZ96
32 CROSS-HARBOUR TUTWEL C O , L T D CANDLER R W 0.00
32 CROSS-HARBOUR T U N N E L C O , , L T D THE HU F K 0.00
32 CROSS-HARBOUR T U N N E L CO., , L T D SO J Y C 0.00
440 D A H SING F I N A N Q A L HOLDINGS L T D . WONG S Y DAVED 47222210 51.41
440 D A H SING F T N A N Q A L HOLDINGS L T D . YAM A D A SHOHEI 0.00
440 D A H SING fTNANCIAL HOLDINGS LTD. CHOW C K 0.39
440 D A H SING F T N A N Q A L HOLDINGS 5 LTD. HINDE D A V I D R 0.00
440 D A H SING FINANCIAL HOLDINGS S LTD. SIMPSON JOHN W 0.12
440 D A H SING F T N A N Q A L HOLDINGS WONG S S W I L U A M 338
440 D A H SING FTNANCIAL HOLDINGS5 LTD. IKARI KAZUHIRO 0.00
440 D A H SING F T N A N Q A L HOLDINGSS LTD. HASEGAWA YASUSHI ALD 0.00
440 D A H SING F T N A N Q A L HOLDINGS5 LTD. CHOW W W SOllS ALD 225600 0.22
440 D A H SING F I N A N Q A L HOLDINGS 5 LTD. TSUailYA TSUNBO ALD 0,00
440 D A H SING F I N A N Q A L HOLDINGS LTD. CHEUNG T Y EDWARD ALD 0.00
DICKSON CONCEPTS LTD. LEUNG W M RAYMOND 0.04
DICKSON CONCEPTS LTD. CHAU T OY L YVONNE 0.00
DICKSON CONCEPTS LTD. SCHEUFELE KARL F 39600 0.01
DICKSON CONCEPTS LTD. W A N S C JOSEPH 0.04
DICKSON CONCEPTS LTD. POON DICKSON GEC 1 159867836 50.80
DICKSON CONCEPTS LTD. WUEST WALTER JOSRF 1 19171920 6.09
DICKSON CONCEPTS LTD. SCHEUFELE KARL 0.01
EIE DEVELOPMENT (INTERNATIONAL) TAK AH ASH I HARUNORI 49.76
EIE DEVELOPMENT (INTCRNATIONAL) E L A2AR NAGY 134225156 8.83
EIE DEVELOPMENT (INTERNATIONAL) ISHIZAKI ROBERT BUNCO 0.03
E E DEVELOPMENT (INTERNATIONAL) LTD FAIRBURN MARTIN D 0.00
E E DEVELOPMENT (INTERNATIONAL) LTD KANEDA SHOICHr 0.60
EIE DEVELOPMENT (INTERNATIONAL) LTD KANAZAWA MAMORU 0,00
33 ELEC & ELTEK C OMP A N Y LTO. SO C S DAVID 3638145 414919810
53.02
33 ELEC & ELTEK COMPANY LTD. TSANG M P MARCUS DCMD 4468923
0.57
33 ELEC & ELTEK C OMP A N Y LTD. LEE Y K CHARLES 500000
0.06
33 ELEC & ELTEK COMPANY LTD. YAU Y C GEORGE 1761000 0.22
33 ELEC & ELTEK COMPANY LTD. T A M K H WILSON 0 0.00

33 ELEC & ELTEK COMPANY LTD. NG H K J O H N N Y 2053261 0.29

33 ELEC & ELTEK COMPANY LTD. 700210 0.09

NG M S MICHAEL
33 ELEC A ELTEK C OMP A N Y LTD. KONG D C
600000 0.08

33 ELEC &. ELTEK COMP A N Y LTD. 2695925 034

FUNG Y C JETT
34 EVERGO HOLDINGS C OMP A N Y LTD. 0 0.00
L A U PO W K THERESA
34 EVERGO HOLDINGS COMPANY LTD. 235285750 43.20
L A U L H JOSEPH
34 EVERGO HOLDINGS COMP A N Y LTD. L A U Y C MARY 0.00

34 EVERGO HOLDINGS COMP A N Y LTD. L A U L H THOMAS 0.00

35 FAR E A S T CONSORTIUM LTD. 0,01

WONG C K STANLEY
35 FAR E A S T CONSORTIUM LTD. 234121466 30.40
CHIU T K DEACON
35 FAR E A S T CONSORTIUM LTO. 0.00
LEE Y K CHARLES
35 FAR E A S T CONSORTIUM L I D . 0.17
CHIU T S DICK
35 F A R E A S T CONSORTIUM LTD. 3.06
CHIU T C DAVID
35 FAR E A S T CONSORTIUM LTD. HO K H
35 F A R E A S T CONSORTIUM LTD. 0.08
CHIU J U C L
35 FAR E A S T CONSORTIUM LTD, 0.01
CHIU T J DANIEL
35 FAR E A S T CONSORTIUM LTD. 0.00
CHIU S DENNIS
37 FAR E A S T HOTELS & ENTERTAINMENT LTD. 34449833 99176827 36.00
CHIU T S DICK
37 FAR E A S T HOTELS A ENTERTAINMENT LTD. 3862227
CHIU T C DAVID
37 FAR E A S T HOTELS A ENTERTAINMENT LTD. 0.00
CHIU T J DANIEL
 -123 -
New Company Name Dircctcrs Name
Iwlir. ord. %age
code
^mchldg sbaiebldg

37 FAR E A S T HOTELS & ENTERTAINMENT L T D . LEE Y K CHARLES 0,00

37 FAR E A S T HOTELS & ENTERTAINMENT L T D . CHIU J U C L 0.03
37 F A R E A S T HOTELS & ENTERTAINMENT LTD. CHIU T K DEACON 13355760 8.58
37 FAR E A S T HOTELS & ENTERTAINMENT L T D . CHIU T S DENNIS 0.00
37 F A R E A S T HOTELS & ENTCRTAINMENT L T D . CHIU MARGARET 0.00
37 F A R E A S T HOTELS &. ENTERTAINMENT L T D . CHIU DEREK 0.00
142 FIRST PACIFIC CO. LTD. SALIM SOEDONO 177794839 18.24
142 FIRST PACIFIC CO. LTD. PANGILINAN MANUEL V 3736256 21896406 2.63
142 FIRST PACIFIC DAVIES DAVID S 0.43
142 FIRST PACIFIC CO. L HIGGERSON RICHARD J 6554157 0.67
142 FIRST PACIFIC CO. L MEYER ROBERT L 17382577 21896406 4.03
142 FIRST PACIFIC CO. L PASCUA RICARDO S 1544590 8187500
142 FIRST PACIFIC CO. LTD. TINS A Y VICENTE C III 203000 8594342 0.90
142 FIRST PACIFIC CO. L TORTORICI EDWARD A 1719378 0 0.18
142 FIRST PACIFIC YASCTDA THOMAS Y 11654462 1199120 1.32
142 FIRST PACIFIC CO. L DAVIES DAVID I 0 0.00
142 FIRST PACIFIC CO. LTD. DJUHAR TEDY 59866400 6.14
142 FIRST PACIFIC CO. LTD. RISJAD IBRAHIM 59264946 6.08
142 FIRST PACIFIC CO. LTD. SALIM ANTHONY 59866400 6.14
142 FIRST PACIFIC CO. L SUDWIKATMONO 59264946 6.08
142 FIRST PACIFIC CO. L DJUHAR SUTANTO 177794839 18.24
420 FOUNTAIN S E T (HOLDINGS) LTD. HACF 211840000 35,80
420 FOUNTAIN S E T (HOLDINGS) LTD. CHOI K C 188160000 31.80
420 FOUNTAIN SET (HOLDINGS) LTD. DING M Y 14201200 2.40
420 FOUNTAIN S E T (HOLDINGS) LTD. LAU Y T 7396440 1,25

420 FOUNTAIN S E T (HOLDINGS) LTD. LI Y A U 7396440 1.25

420 FOUNTAIN S E T (HOLDINGS) LTD. WANMF 7396440 1.25

420 FOUNTAIN S E T (HOLDINGS) LTD. WAN W M 7396440 1.25

40 G O L D P E A K INDUSTRIES (HOLDINGS) L T D . CHEUNG T K VINCENT 599988 0.27

40 G O L D P E A K INDUSTRIES (HOLDINGS) LTD. LO C W VICTOR 23054720 8127500 14.24

40 G O L D P E A K INDUSTRIES (HOLDINGS) LTD. LEUNG W L ANTHONY 691000 0 0.32

40 G O L D P E A K INDUSTRIES (HOLDINGS) LTD. LO C P KEVIN 3518900 1.61

40 G O L D P E A K INDUSTRIES (HOLDINGS) L T D . LO C W PAUL 10157339 4.64

40 G O L D P E A K INDUSTRIES (HOLDINGS) LTD. L O S KJOHN 200000 0.09

40 G O L D P E A K INDUSTRIES (HOLDINGS) LTD. WOO C H ALEXANDER 299988 0.14

40 G O L D P E A K INDUSTRIES (HOLDINGS) L T D . N G S O ANDREW 23758150 8127500 14.57

195 G R A N D H O T E L HOLDINGS L T D . A" CHEN T T THOMAS 5697492 352111200 6ZS6

195 G R A N D HOTEL HOLDINGS LTD. "A" WONG Y V KENNETH 0 0.00

195 G R A N D HOTEL HOLDINGS LTD. HA" ARCULLI RONALD J 154583 16520647 192

195 G R A N D HOTEL HOLDINGS LTD. "A" CHAN C C RONNIE 1520376 0.27

195 G R A N D HOTEL HOLDINGS LTO. "A" HUTHART ROBERT S 0.00

195 G R A N D HOTEL HOLDINGS LTD. "A" YINS S 2.90

195 G R A N D HOTEL HOLDINGS LTD. MA" YUEN W L NELSON 0.00

195 G R A N D HOTEL HOLDINGS LTD. "B" CHEN T T THOMAS 373733445 63.52

195 G R A N D HOTEL HOLDINGS LTD. "B" WONG Y V KENNETH 0.00

195 G R A N D HOTEL HOLDINGS LTD. "B" ARCULLI RONALD J 199985 21372865 3.60

195 G R A N D HOTEL HOLDINGS LTO, "B" CHANC C RONNIE 0.33

195 G R A N D HOTEL HOLDINGS LTD. "B" HUTHART ROBERT S 0.00

195 G R A N D HOTEL HOLDINGS LTD. HBH YINS S 21372865 3J8

195 G R A N D HOTEL HOLDINGS LTO. "B" YUEN W L NELSON 0.00

41 GREAT EAGLE CO. LTD., T H E L O TO L K 0.00

41 GREAT EAGLE CO. LTD.. THE L O YING SHEK 421887869 50,87

41 GREAT EAGLE CO. LTD.. T H E L O H S VINCENT 459 0.00

41 GREAT EAGLE CO. LTD.. THE LO KAf SHUT 0.14

 124
New Company Name Directors Name Po Excc/ Ordinary Ptcfcrcncc Itaiir. oni. %agc
codc
held noo-cx s^ixrchldg sharehldg

41 GREAT E A G l ^ CO. L T D , THE

036
41 GREAT EAGLE CO. LTD., THE
52186 0.01
41 GREAT EAGLE CO. LTD., T H E
168695 0.02
41 GREAT EAGLE CO. LTD., THE
0.00
10 H A N G L U N G DEVELOPMENT CO. LTD. CHEN T T THOMAS 127230874 1Z43
10 H A N G LUN G DEVELOPMENT CO. LTD. SHEN H J 58500 0.01
10 H A N G L U N G DEVELOPMENT CO. LTD. CHAN C C RONNIE 655500 0.06
10 H A N G L U N G DEVELOPMENT CO. LTD. YINS S 365606000 32.06
10 H A N G L U N G DEVELOPMENT CO. LTD. YUEN W L NELSON 00.0
10 H A N G L U N G DEVELOPMENT CO. LTD. CHAN L C GERALD 00.0
7011 H A N G SENG B A N K LTD. HO S H 3739410 0.55
7011 H A N G S E N G B A N K LTD. LEEQ W 903597 0.13
7011 H A N G SENG B A N K LTD. HOT C 7516 0.00
7011 H A N G S E N G B A N K LTD. JAQUESD G 00
.0
7011 H A N G S E N G B A N K LTD. GRAY J M
00
.0
7011 H A N G S E N G B A N K LTD. SELWAY-SWIFT P E 00
.0
7011 H A N G SENG B A N K LTD. O'BRIEN T W 00
.0
7011 H A N G S E N G B A N K LTD. HO TIM 1239048 0.18
7011 H A N G SENG B A N K LTD. LEUNG K L 2329836 0.34
7011 H A N G S E N G B A N K LTD. HO T C DAVID 00
.0
7011 H A N G S E N G B A N K LTD. LAUCK 00
.0
7011 H A N G S E N G B AN K LTD. 0.03
7011 H A N G SENG B A N K LTD. CHENG Y T 00
.0
7011 H A N G S E N G B A N K LTD. AU A S K 00
.0
7011 H A N G SENG B A N K LTD, LEE P F M X E N 00
.0
7011 H A N G SENG B A N K LTD. LOH K 62343 0.01

7011 H A N G SENG B A N K LTD. LEEHC 9375 00

.0
7011 H A N G SENG B A N K LTD. CHENG W K EDGAR O.OO
51 HARBOUR CENTRE DEVELOPMENT LTD. WATARI S B 00
.0
51 HARBOUR CENTRE DEVELOPMENT LTD. NG T H STEPHEN 00
.0
51 H A R B O U R CENTRB DEVELOPMENT LTD. SOHMEN H 00
.0
51 H A R B O U R CENTRE DEVELOPMENT LTD. LAW Y K QUINN 00
.0
51 H A R B O U R CENTRE DEVELOPMENT LTD. HUI S F 171500 0,08
45 HARBOUR CENTRE DEVELOPMENT LTD. TSUI Y C P A U L O.OO

51 H A R B O U R CENTRE DEVELOPMENT LTD. KAN Y K 62500 0.03

51 HARBOUR CENTRE DEVELOPMENT LTD. FORSGATEH M G 00

.0
51 H A R B O U R CENTRE DEVELOPMENT LTD. LI W J GONZAGA 0.00

162 H A W PAR BROTHERS INTERNATIONAL LTO. WEE C Y 54501800 33.40

162 H A W P A R BROTHERS INTERNATIONAL LTD. PHUA K P CHARLIE 0.01

162 H A W PAR BROTHERS INTERNATIONAL LTD. HWANG S J 10500 0.01

162 H A W P A R BROTHERS INTERNATIONAL LTD. SATP K 0.04

162 H A W PAR BROTHERS INTERNATIONAL LTD. TANE J 0.02

162 H A W PAR BROTHERS INTERNATIONAL LTD. TANPH 0.00

97 HENDERSON INVESTMENT LTD. YUEN P Y PHILIP 00

.0
97 H ENDERSON INVESTMENT LTD, LEEK Y 377589 0.21

97 HENDERSON INVESTMENT LTD. LEETM 00

.0
97 HENDERSON INVES
VESTMENT I YEN P S STEPHEN O.OO

97 HENDERSON INVE
VESTMENT I W A NM Y 00
,0
97 H E N D E R S O N INVESTMENT LTD. WOO P S 0J6
97 HENDERSON INVESTMENT LTD, LEUNG H M 0.00

LEE S K 131991998 73.91

97 HENDERSON INVESTMENT LTD.
97 HENDERS ON INVESTMENT LTD. WONG W L WILLIAM 00
.0
97 H E N D E R S O N INVESTMENT LTD, LAM K Y COLIN 00
.0
97 HENDERS ON INVESTMENT LTD. L A U Y C EDDIE
00
.0
 -125 -
Company Name
Post Excc/ Ordinary Preference Indir. ord.
hdd non-cx shansWdg shaiehldg sharehldg sharehldg

HE NDE RS O N INVESTMENT LTD. KWOK P H PATRICK

0.01
HENDERSON L A N D DEVELOPMENT CO. LEES K 851842000 58.71
HENDERSON L A N D DEVELOPMENT CO. LEEK Y 507000 0.03
HENDERSON L A N D DEVELOPMENT CO. WOO P S 1831000 0.13
HENDERSON L A N D DEVELOPMENT CO. LTD L E E Y K CHARLES 0.00
HE NDE RS O N L A N D DEVELOPMENT CO. L T D L E U N G SING 0.03
HENDERSON L A N D DEVELOPMENT CO. L T D 0.02
HE NDE RS O N L A N D DEVELOPMENT CO. L T D LEEK K 0.00
HENDERSON L A N D DEVELOPMENT CO. L T D LOTS 0.00
HE NDE RS O N L A N D DEVELOPMENT CO. L T D L A M K Y COLIN 0.00

HE NDE RS O N L A N D DEVELOPMENT CO. L T D LEETM 0.05

HENDERSON L A N D DEVELOPMENT CO. L T D FUNG L E E W K 0.M

HENDERSON L A N D DEVELOPMENT CO. L T D LEUNG H M 0.00

12 HE NDE RS O N L A N D DEVELOPMENT CO. L T D L A U EDDIE Y C 0.00
480 CHACM
H K R PROPERTIES LTD. 73.67
480 C H A M S PAYSON 0,00
HKR PROPERTIES C H A M D JOHNSON 00
.0
H K R PROPERTIES L T D C H A M Z VICTOR 110
.0
H K R PROPERTIES L T D ARCUIXI R J 00
.0
480 H K R PROPERTIES L T D FONG S LAURENCE 0.00
480 HKR PROPERTIES L T D MARRIOT J C H 00
.0
480 HKR PROPERTIES T E N P C JAMES 00
.0
480 PROPERTIES WONG M L MADELINE 00
.0
480 HKR H^OPERTDES L T D W U S C VERONICA 00
.0
HK-TVB L T D STIRLING D A 0.01

HK-TVB L T D PAIN 00
.0
HK-TVB L T D 0.03

HK-TVB LTO PAGE LOUIS 0.01

HK-TVB LTD L O C P KEVIN 00
.0
H K - T V B LTD, KUOK H N 33.06

HK-TVB L T D C H Y E KUOK K H 0.00

HK-TVB L T D FONG M O N A 643000 0.15

HK-TVB L T D LEEJS 1862415 0.44

L E E LOOK N K aiRISTINA 17250144 4.11

HK-TVB LTD. SHAW R R EC 12A632828 29.67

H O N K W O K L A N D INVESTMENT CO. L T D CHAC M 26.61
H O N K W O K L A N D INVESTMENT C O . L WONG S M JAMES 135000000 39.92

H O N K W O K L A N D INVESTMENT C O . L T D WONG M L MADELINE 0,00

H O N K W O K L A N D INVESTMENT CO. L T D C H A M S PAYSON 00

.0
160 H O N K W O K L A N D INVESTMENT CO. L T D WONG S T STEWART 4190000

H O N K W O K L A N D INVESTMENT C O . L T D F A N C Y WILLIAM 2296000 0.68

H O N K W O K L A N D INVESTMENT CO. L T D FUNG M H H E R M A N 0.03

H O N G K O N G AIRCRAFT ENGINEERING JOHANSRN P A 00

.0
H O N G K O N G AIRCRAFT ENGINEERING MORRISON A G 0.00

H O N G K O N G AIRCRAFT ENGINEERING ALLMAND-SMITH T P 00

.0
H O N G K O N G AIRCRAFT ENGINEERING CO. L T D JOHN S M 00
.0
H O N G K O N G AJRCRAFT ENGINEERING CO. L T D DICKSON L E A C H 00
.0
H O N G K O N G AIRCRAFT ENGINEERING CO. L T D MARDENJL 0.00
H O N G K O N G AIRCRAFT ENGINEERING CO. L T D BLUCKD R Y 0.00
H O N G K O N G A m C R A F T ENGINEERING CO, L T D HOWA T G 0.01

H O N G K O N G AIRCRAFT ENGINEERING CO. L T D W U S C ALEX 0,00

H O N G K O N G AIRCRAFT ENGINEERING < SUTCHP D A 0.00
H O N G K O N G A N D CHIKA GAS CO. LTD., LEEHC 15960 0,00
H O N G K O N G A N D CHINA GAS CO. LTD,, LIFS 0.07
 -126-
New Company Name Directors Name Ordinary Prefcicno: Indir. ord.
codc
sharcWdg sharehldg sharehldg sharehldg

3 H O N G K O N G A N D CHINA GAS CO. L T D LEUNG H M 0.00

3 H O N G K O N G A N D CHINA GAS CO. L T D MACCALLUM I R A 10500 0.01
3 H O N G K O N G A N D CHINA GAS CO. L T D LI K P DAVID 1.76
3 H O N G K O N G A N D CHINA GAS CO. L T O LIU LIT M A N 105000000 23.13
3 H O N G K O N G A N D CHINA GAS CO. L T D MATTHEWS M J 0.00
3 H O N G K O N G A N D GHfNA GAS CO. L T D L A M K Y COLIN 0.00
3 H O N G K O N G A N D CHINA GAS CO. L T D LEES K 132224912 29.12
3 H O N G K O N G A N D CHINA GAS CO. L T D C H A NT H R 0.00
8 H O N G K O N G TELECOMMUNICATIONS L T D OLSEN R J 0.00
8 H O N G K O N G TELECOMMUNICATIONS L T D SHARPE 0.00

8 H O N G K O N G TELECOMMUNICATIONS L T D PEMBERTON B A O.OO

8 H O N G K O N G TELECOMMUNICATIONS L T D 0.00
GALEM G
8 H O N G K O N G TELECOMMUNICATIONS L T D 0.00
MILLER T J
8 H O N G K O N G TELECOMMUNICATIONS L T D 0.00
TONROEJG
8 H O N G K O N G TELECOMMUNICATIONS L T D 0.03
L I K P DAVID
8 H O N G K O N G TELECOMMUNICATIONS L T D 58200 0.00
CHUNGSY
8 H O N G K O N G TELECOMMUNICATIONS L T D 0.00
CREWGL
8 H O N G K O N G TELECOMMUNICATIONS L T D 0.00
FUNG H M
8 H O N G K O N G TELECOMMUNICATIONS L T D 0,00
TURNBULL W
8 H O N G K O N G TELECOMMUNICATIONS L T D 0.00
WALKER F L
0.01
45 H O N G K O N G A N D SHANGHAI HOTELS, L T D 107680
RODRIGUES ALBERT
3.46
45 H O N G K O N G A N D SHANGHAI HOTELS, L T D 34108540
MCAULAY R
0.01
45 H O N G K O N G A N D SHANGHAI HOTELS, MOCATTAWE
13.81
45 H O N G K O N G A N D SHANGHAI HOTELS, L T D KADOORIE D MICHAEL
0.00
45 H O N G K O N G A N D SHANGHAI HOTELS. L T D M A R D E NJ L
0.01
45 H O N G K O N G A N D SHANGHAI HOTELS, N G C S ROBERT
0.00
45 H O N G K O N G A N D SHANGHAI HOTELS, L T D KADOORIE HORACE
0.03
45 H O N G K O N G A N D SHANGHAI HOTELS, U K P DAVID
0.00
45 H O N G K O N G A N D SHANGHAI HOTELS, L T D WEBB-PEPLOE H G
0.00
45 H O N G K O N G A N D SHANGHAI HOTCLS, LTt GORDON SIDNEY
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. TSO K S
0.00
6 H O N G K O N G ELECTRIC HOLDINGS L T D . YEEE L Y
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. CHANN K GMD
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. BOTTOMLEY F D R
0.00
6 SHURNIAK W H O N G K O N G ELECTRIC HOLDINGS LTD.
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. RIGG N A 2497
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. SELWAY-SWIFT P E
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. WELSH E H
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTO. M U R R A Y SIMON
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD, WONG C H
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTO. SHEA R R A L P H
0.01
6 H O N G K O N G ELECTRIC HOLDINGS LTD. L E O N G S W SYDNEY 179909
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. L E E Y K CHARLES
0.01
6 H O N G K O N G ELECTRIC HOLDINGS LTD. HOTUNG E JOSEPH 111000
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. MAGNUS G C
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. SANDBERG M
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTO. CHOW
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. CHEUNG OSWALD
0.00
6 H O N G K O N G ELECTRIC HOLDINGS LTD. FOK K N CANNING
0.03
50 H O N G K O N G F E R R Y (HOLDINGS) CO. L T D . L A U T C EDMOND
0.00
50 H O N G K O N G F E R R Y (HOLDINGS) CO. LTO. FXJNGPFKEKNETH
0.01
50 H O N G K O N G F E R R Y (HOLDINGS) CO, L T D . K A N Y L MICHAEL 19138

50 H O N G K O N G F E R R Y (HOLDINGS) CO. LTD. LEES K 59385800 3Z45

50 H O N G K O N G F E R R Y (HOUDINGS) C O . LTD. LEUNG H M 0.03

 127 -
New Directors Name Exec/ Ordinary Iisdir. ord. %*gc
code
slareMd sharehldg a^barehldg
50 HONGKONG FERRY (HOLDINGS) CO LEEP Y 663746 34290
50 HONGKONG FERRY (HOLDINGS) CO. LTD L A M K Y COLIN
50 HONGKONG FERRY (HOLDINGS) CO. LTD LAU C K 0.05
50 HONGKONG FERRY (HOLDINGS) CO WONG W DOMIXIC 0.01
50 HO NG KO N G FERRY (HOLDINGS) CO WU S C A L E X 95400 0.05
50 HO NG KO N G FERRY (HOLDINGS) CO KWOK L A M B E R T 71964 0.04
7 HONGKONG LAND < LEACH CG R 0.00
7 HONGKONG L A N D < HO GEORGE 459227 0.02
7 HONGKONG L A N D < HUISF 75867 0.00
7 H ONGK ON G L A N D < KESWICK SIMON 0.00
7 HONGKONG L A N D < KESWICK HENRY 0.00

7 HONGKONG LAND < KANY K 81978 0.00

7 H ONGK ON G L A N D < KWOK R C 174095 0.01

7 HONGKONG LA^JD < RICH NIGEL 36200 0.00

7 HONGKONG L A N D < PRICE OWEN 25614 0.00

7 HONGKONG L A N D < WUS T 35886 0.00

7 HONGKONG L A N D CO. LTD MORRISON A G 0.00

49 HONGKONG REALTY A N D TRUST CO., LTD. "A" LEES W J 0.00

49 H O N G K O N G REALTY A N D T R U S T CO., LTD. "A" L E EP C O.OO

0.00
49 HONGKONG REALTY A N D T R U S T CO., LTD. "A" PANC L
0.00
49 HONGKONG REALTY A N D T R U S T CO., LTD. "A" WOO K 1276
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION PURVES W 83489
0.02
7005 HONGKONG St. SHANGHAI BANKING CORPORATION LIKS 1684716
0.00
7005 HONGKONG St SHANGHAI BANKING CORPORATION F R A M EF R 54110
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION ASHERB H 0
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION BOND J R H 50116
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION BROOKS J A
0.01
7005 HONGKONG & SHANGHAI BANKING CORPORATION CONNOLLY D E
0.00
7005 HONGKONG Sc SHANGHAI BANKING CORPORATION D U N N LYDIA
0.00
7005 HONGKONG A SHANGHAI BANKING CORPORATION FREDERICK R R
0.00
7005 HONGKONG Sc SHANGHAI BANKING CORPORATION GLEDHILL D A
0.00
7005 H O N G K O N G & SHANGHAI BANKING CORPORATION G R A YJ M
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION JAQUBSD G 53659
0.00
7005 HONGKONG Sc SHANGHAI BANKING CORPORATION KNOX N R
0.00
7005 HONGKONG &. SHANGHAI BANKING CORPORATION LEEH C
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION MACKAYCD
0.00
7005 H O N G K O N G St SHANGHAI BANKING CORPORATION MCMAHON K
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION NEWTON C W 5907
0.00
7005 HONGKONG A SHANGHAI BANKING CORPORATION RICHN M S 0
0.01
7005 HONGKONG & SHANGHAI BANKING CORPORATION SOHMEN H 989100
0.00
7005 HONGKONG & SHANGHAI BANKING CORPORATION STRICKLAND J E 39616 0.00

7005 HONGKONG SHANGHAI BANKING CORPORATION SWAINE J J 697 0.00

7005 H O N G K O N G & SHANGHAI BANKING CORPORATION T A N GJ C C 33000 0.00

7005 H O N G K O N G & SHANGHAI BANKING CORPORATION THOMPSON G A 41000 0.00

7005 H O N G K O N G A SHANGHAI BANKING CORPORATION WRANGHAM P J 116011 0.03

54 H O P E W E L L HOLDINGS LTD. NIEN V J ROBERT 397500 0.03

54 H O P E W E L L HOLDINGS L T D ELLIOTT W G STEWART 396000 5.02

54 H O P E W E L L HOLDINGS L T D HO P C E D D E 72977725 0.00

54 H O P E W E L L HOLDINGS L T D KHOO C P JOHN 0 0.99

54 H O P E W E L L HOLDINGS 1 L E E H M HENRY 14405012 0.14

54 H O P E W E L L HOLDINGS 1 W U M C GUY 1.93

54 H O P E W E L L HOtDINGS L T D LAING DOUGLAS DC 51.52

54 HOP E WE L L HOLDINGS L T D W U Y S GORDON 0.00

H O P E W E L L HOLDINGS L T D Y E U N G K Y KEVIN
 -128 -

Directors Name Ordinary Preference Indir. ord. %Agc

sharcHdf sharehldg sharehldg sharcWdg

54 H O P E W E L L HOLDINGS LTD. W U M H JAMES 0.00

54 H O P E W E L L HOLDINGS LTD. W UY B JOHN 0,00
54 H O P E W E L L HOLDINGS LTD. L E E Y K CHARLES 0.00
13 H U T O n S O N WHAMPOA LTD. LIKS 196574120 5.13
13 HUTCHISON W H A M P O A L T D . LIFW 0.00
13 HUTCHISON W H A M P O A L T D . CHOW N M ALBERT 00
.0
13 HUTCHISON W H A M P O A L T D . KADOORIE HORACE 14530996 0.40
13 HUTCHISON W H A M P O A L T D . FOK K N CANNING 0.00
13 HUTCHISON W H A M P O A L T D . M U R R A Y SIMON 00
.0
13 HUTCHISON W H A M P O A L T D . BLAIR S ROBERT 00
.0
13 HUTCHISON W H A M P O A L T D . ANNTK 00
.0
13 HUTCHISON W H A M P O A L T D . SELWAY-SWIFT P E 00
.0
13 HUTCHISON W H A M P O A L T D . L E E Y K CHARLES 00
.0
13 HUTCHISON W H A M P O A L T D . SHURNIAK W 0.00
13 HUTCHISON W H A M P O A L T D . RICKETTS P J 00
.0
13 HUTCHISON W H A M P O A L T D . VINE PETER A L 3559 00
.0
13 HUTCHISON W H A M P O A L T D . WONG C H 16800 00
.0
13 HUTCHISON W H A M P O A L T D . MAGNUS G C 0.00
H W A K A Y T H A I (HOLDINGS) LTD. CHOW K F EDWARD 0,13
H W A K A Y THAI (HOLDINGS) LTD. WONG C M 97426222 60.89

H W A K A Y THAI (HOLDINGS) L T D . WONG C S 7966575 4.98

H W A K A Y T H A I (HOLDINGS) L T D . WONG C P 367454 0.23

H W A K A Y THAI (HOLDINGS) LTD. KANJANAPAS SAI-INHE 2939634 1.84

H W A K A Y THAI (HOLDINGS) LTD. [AMSAKULRAT K A M O L 0 00

.0
H W A K A Y T H A I (HOLDINGS) LTD. T A M W L ALAN 766666 0.48

H W A K A Y THAI (HOLDINGS) L T D . T S A N G C W ERIC 0.30

H W A K A Y THAI (HOLDINGS) L T D . LEUNG 0.09

H W A K A Y T H A I (HOLDINGS) LTD. L A M C T TOBY 00

.0
H Y S A N D E V E L O P M E N T CO., L T D . MACCALLUM I R A 0.00
H Y S A N D E V E L O P M E N T CO., L T D . Y E H M T GEOFFREY 0.00
H Y S A N D E V E L O P M E N T CO., L T D . LEE H C MD&C 12360000 0.29

H Y S A N D E V E L O P M E N T CO., LTD. JEBSEN MICHAEL 0.23

H Y S A N D E V E L O P M E N T CO., L L E E CHIEN 49435000 1.14

H Y S A N DEVELOPMENT JORGENSEN PER 00

.0
H Y S A N D E V E L O P M E N T CO., L T D . 61558390 1.42

H Y S A N D E V E L O P M E N T CO., L T D . KWOK T S 0.00

H Y S A N D E V E L O P M E N T CO., L LEE J K 0.95

H Y S A N D E V E L O P M E N T CO., L L E E T C PETER 19920000 0.69

H Y S A N D E V E L O P M E N T CO., L LEE Q W DC 0.31

INTCRNATIONAL MARITIME CARREERS (HOLDINGS) TSAO W K FRANK 65.14

INTERNATIONAL M A R n i M E CARRIERS (HOLDINGS) VINE PETER A L 0.01

INTERNATIONALM A R m M E CARRIERS (HOLDINGS) C H A N Y H ROBIN 0.14

INTERNATIONAL MARITIME CARRIERS (HOLDINGS) TSAO W T FREDERICK 00

.0
INTERNATIONAL MARITIME CARRIERS (HOLDINGS) HO D B D A N N Y 0.00

INTERNATIONAL MARITIME CARRIERS (HOLDINGS) SETHJK 0.20

15 JARDINE M A T H E S O N HOLDINGS LTD. HO GEORGE 102902 0.02

15 JARDINE M A T H E S O N HOLDINGS LTD. L E A C HC G R 25088 00

.0
15 JARDINE M A T H E S O N HOLDINGS LTO. KESWICK HENRY 6344988 55366 1.03

15 JARDINE M A T H E S O N HOLDINGS LTD. KWOK R C 47107 0.01

15 JARDINE M A T H E S O N HOLDINGS LTD. RICH NIGEL 22894 0.00

15 JARDINE M A T H E S O N HOLDINGS LTO. KESWICK SIMON 25095230 50629 4.05

15 JARDINE M A T H E S O N HOLDINGS LTD. COLLINS P 5273 60366 0.01

15 JARDINE M A T H E S O N HOLDINGS LTD. POWERS M BRIAN 4800 00

.0
15 JARDINE M A T H E S O N HOLDINGS LTD. MOORE R E 400 00
.0
 -129 -
Directors Name Exec/ _
non-cx sharehldf sharehldg

JARDINE STRATEGIC HOLDINGS LTD. LEONG S W S Y D N E Y 9 227358 0.04

JARDINE STOATEGIC HOLDINGS L T D . LEE RICHARD 0.00
,STOATEGIC HOLDINGS L T D . LO KENNETH 0.04
,STRATEGIC HOLDINGS LTD. MOORE R E 0.00
STRATEGIC HOLDINGS LTD. RODRIGUES ALBERT 4438 0.01
STRATEGIC HOLDINGS L T D . SMITH A H 0.00
,STRATEGIC HOLDINGS L T D . KESWICK SIMON 5301 0.00
JARDINE STRATEGIC HOLDINGS L T D . RICH NIGEL 0.00
JARDINE STRATEGIC HOLDINGS L T D . COLLINS P J 0.00
JARDINE STRATEGIC HOLDINGS L T D . FORSGATE H M G 0.00
JARDINE STRATEGIC HOLDINGS L T D . KESWICK HENRY 0.00
208 JARDINE STRATEGIC HOLDINGS LTD. KWOK R C 4160 0.01
208 JARDINE STRATEGIC HOLDINGS LTD. LEACHC G R 0.01
i79 JOHNSON ELECTRIC HOLDINGS L T D . W A N G W Y WINNIE 0.00
79 JOHNSON ELECTRIC HOLDINGS LTD. WANG K C PETER 0.00
79 JOHNSON ELECTRIC HOLDINGS L T D . WANGS L 66.97
79 JOHNSON ELECTRIC HOLDINGS L T D . GREGORY THOMAS JOHN 0.00
79 JOHNSON ELECTRIC HOLDINGS L T D . LIFW 0.03
79 JOHNSON ELECTRIC HOLDINGS L T D . WANG KOO Y C 0.00
79 JOHNSON ELECTRIC HOLDINGS LTD. MEIY C HEXRY 274000 0.09
79 JOHNSON ELECTRIC HOLDINGS L T D . W A N G S C PATRICK 0.00
79 JOHNSON ELECTRIC HOLDINGS L T D . FOKS T D OM 0.21
83 K A W A H BANK L JIN DEQIN 0.00
83 K A W A H B A N K LTD., LAM H DANIEL 70677 0.03
83 K A W A H B A N K LTD., YAMG GUANGQI 0.00
83 K A W A H BANK L CHEN HUNG 0.00
83 K A W A H BANK i Y U BHAOZONG 0.00
83 K A W A H BANK I ZHOU HA.VRONG 0.00
83 K A W A H B A N K LTO. LEI PINGYI 0.00
83 BANK LTD.. ZHUANG SHOUCANG 0.00
83 DING CHEN 0.00
83 K A W A H B A N K LTD ZHU RUNSHHN 0.00
83 K A W A H B AN K L ZHANG FANGMING 0.00
83 KA W A H BANK L TSAO YOUN ZAIN 0.00

KADER INDUSTRIAL CO HO H K 0.01

KADER INDUSTRIAL C O TSANG K P KENNETH 0.08

K A D E R INDUSTRIAL CO, HO K K 10.67

KADER INDUSTRIAL CO YEH M T GEOFFREY 0.00

KADER INDUSTRIAL CO. L T D TING H S DENNIS 30198000 98295000 34.26

KADER INDUSTRIAL CO CHEONG K C STEPflEN 0.00

KADER INDUSTRIAL C O CHANM K 0.14

KADER INDUSTRIAL C O TING W S KENNETH 7524000 98295000 28.22

KADER INDUSTRIAL C O . LTD SHUM D Y 1702000 0.45

KING FOOK HOLDINGS LTD. YOUNG B C ALBERT 0.00

KING FCX)K HOLDINGS LTD. HO TIM 0.00

KING FOOK HOLDINGS LTO. CHEN Y T 0.00

KING FOOK HOLDINGS LTD. SIN W K 1195000 0.41

KING POOK HOLDINGS LTD. YUE K C ROBERT 0.00

KING FOOK HOLDINGS LTD. YEUNG B Y JAMES 0.00

KING FOOK HOLDINGS LTD. CHENG K A DOMINIC 0.06

KING POOK HOLDINGS LTD. TANG Y S RICHARD 2390000 0.82

KING FOOK HOLDINGS LTD. YEUNG B K KENNETH 0.00

KING POOK HOLDINGS LTD. YEUNG P L HOWARD 0.00

YOUNG PING KAN 2702000 0.93

KING POOK HOLDINGS LTD.
 -130-
[cw Company Name Directors Name Indir. ord.
ode
held sbarehidg sharehldg sharehldg

280 KING F OOK HOLDINGS LTD. TSANG YIM 2527000 0 0.87

280 KING F O O K HOLDINGS LTD. CHENG K Y 0.27
280 KING F O O K HOLDINGS LTD. FUNG C Y CAROLINE 0.01
62 K O W L O O N MOTOR BUS CO. (1933) LTD.. T H E KWOK T S 54961 9M
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E ANNTK 171658 0.04
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E KWOK P S WALTER 61522
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E LAI SIU P C ALICE 0 00.0
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E LOUEY L E 1930304 0.48
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E KWOK P L RAYMOND 203750 38451608 958
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E YUS C 4890356 1.21
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E SO Y C JAMES 0 00.0
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E NGS C 11196877 2.77
62 K O W L O O N MOTOR BUS CO. (1933) LTD., T H E NG K W 3025221 0.75
62 K O W L O O N MOTOR BUS CO. 1933) LTD., T H E WOO P C 210047 0.05
KUMAGAI GUMI (HONG KONG) LTD KUMAGAI TAICHIRO 00.0
KUMAGAI GUMHONG KONG) LTD YUPC 47400000 16.23

KUMAGAI GUMI (HONG KONG) LTD OTSUKA MOTOO 00.0

KUMAGAI GUMI (HONG KONG) ISHIKAWA HDROSHI 00.0
KUMAGAI GU MI (HONG KONG) LTD HO TIM 0.00
KUMAGAI GUMI (HONG KONG) LTD POON K K 6.16

KUMAGAI GUMI (HONG KONG) LTD LEE Y K CHARLES 00.0

KUMAGAI GUMI (HONG KONG) LTD FOK K N CANNING 00.0
189 KUMAGAI GUMI (HONG KONG) LTD SLATER DEREK B 00.0
189 KUMAGAI GUMI (HONG KONG) LTD SZETO JOSEPH 0.00

189 KUMAGAI GUMI (HONG KONG) LTD NAKAYAMA TAKAII 00.0

488 LAI S U N DEVELOPMENT CO. LTD, LIMP Y 172308500 200375000 31.05

488 LAI S U N DEVELOPMENT CO. LAM K N PETER 200375000 18.29

488 LAI S U N DEVELOPMENT CO. LTD LAM K M 200375000 18.78

488 L A I S U N DEVELOPMENT CO. LTD TSAO K N STANISLAUS DC 0.06

488 L A I S U N DEVELOPMENT CO. WONG K H 0.01

488 LAI S U N DEVELOPMENT CO. TA N G DAVID 00.0

488 LAI S U N DEVELOPMENT CO. LTD TONG K W CARL 00.0
488 LAI S U N DEVELOPMENT CO. CHEUNG W S AMBROSE 0.00
LAI S U N G A R M E N T (INTERNATIONAL) LTD CHEYNE W1LUNSON 0.16

LAI S U N G A R M E N T (INTERNATIONAL) LTD CHUI WAI 0.08

LAI S U N G A R M E N T (INTERNATIONAL) FUNG W K WILLIAM 0.04

L A I S U N G A R M E N T (HSmERNATIONAL) LTD WONG CP ALEX 0.03

L A I S U N G A R M E N T (INTERNATIONAL) LTD LIM POR Y E N 350917 0.03

L A I S U N G A R M E N T (INTERNATIONAL) 129064000 10.78

LAI S U N G A R M E N T (INTORNATIONAL) LTD 105000000 8.77

L A i S U N G A R M E N T (INTERNATIONAL) LTD TSAO K N STANISLAUS 1314000 0.11

L A I S U N G A R M E N T (INTERNATIONAL) LTO WONG K H 354000 0.03

411 L A M S O O N (HON G KONG) LTD L O K C CLEMENT 250000 0.17

L A M S O O N (HONG KONG) LTD WHANG T C 6907058 18.04

L A M S O O N (HONG KONG) LTD CHEN Y K 437240 0.29

L A M S O O N ( HONG KONG) LTD CHIEN K F RAYMOND 2180557 7168020 6.18

L A M S O O N (HONG KONG) L T D WHANG T L 10558574 16411500 17.84

L A M S O O N (HONG KONG) L T D WHANG S T 18915120 20362160 25.98

L A M S O O N (HONG KONG) LTD. N G P K PETER 1845360 1.22

L A N E CRAWFORD HOLDINGS LTD. WOO K C PETER 00.0

66 DINGS LTD.
L A N E CRAWFORD HOLDI! LIG W 00,0
66 I L D I N G S LTD.
L A N E CRAWFORD HOLDIl LEES W J ED 00.0
L A N E CRAWFORD HOLDINGS LTD. SOHMEN H 00.0
L A P H E N G CO.. LTD. CHUANGJOHN 2036260 4.82
 -131 -
[cw Company Name Directcars Name Ordinary Prcfisrencc Indir. ord. %tLgc
ode
held non-ex sharcUdg sharehldg sharehldg shaiehldg

67 L A P H E N G CO.. L CHUANG S G FI.ORHNCE

67 L A P H E N G CO.. L BOULER WALTER 0.36
67 L A P H E N G CO., L CHUANG L E O 4.71
67 L A P H E N G CO., L CHOYTK 287135 (X51
67 L A P H E N G CO., L TSANG N G C C BETTY 109866 0.20
67 L A P H E N G CO., LTD. CHUANG VINCENT 2572747 4.75
67 L A P H E N G CO., LTD. CHUANG L1PTON 490886 0.87
67 L A P H E N G CO., L CHUANG ANTHONY 3195782 5.68
67 L A P H E N G CO., LTD. RODRIGUES ALBERT 114014 0.20
68 L E E HING D EV EL O PM EN T L T D . TAN K Y 0.00
68 L E E HING D EV EL O PM EN T L T D . YAPLS 0.00
68 L E E HING D E V E L O P M E N T L T D . TANCN 0.00
68 L E E HING D EV EL O PM EN T L T D . ANG G S 0,00
68 L E E HING D E V E L O P M E N T L T D . Y E H M T GEOFFREY 0.00
68 L E E HING D EV EL O PM EN T L T D . HOH C NORMAN 00
.0
68 L E E HING D EV EL O PM EN T L T D . T A N G H C IAN 00
.0
68 L E E HING D E V E L O P M E N T L T D . NGH S 0.00
68 L E E HING D E V E L O P M E N T L T D . T A N C K TONY 00
.0
68 L E E HING D E V E L O P M E N T L T D . TAN B S 0.00
68 L E E HING D E V E L O P M E N T L T D . TAN K S 0.00
LIU C H O N G HING INVESTMENT L T D . LRJ LIT M A N 10154700 00
.0
94 LIU C H O N G HING INVESTMENT L T D . LIU LIT FOR 9172743 0.00
L I U C H O N G HING INVESTMENT LTD. LIU LIT MO 7323000 00
.0
LIU C H O N G HING INVESTMENT L T D . LIU LIT CHI 91057 00
.0
LIU C H O N G HING INVESTMENT L T D . WOO P K 00
.0
L I U C H O N G HING INVESTMENT L T D . VINE PETER A L 0.00
L I U C H O N G HING INVESTMENT L T D . LIU LIT T O 0.00
LIU C H O N G HING INVESTMENT L T D . LIU LIT YING 3994911 0.00
LIU C H O N G HING INVESTMENT L T D . LIU LIT CHING 6037691 00
.0
LIU C H O N G HING INVESTMENT L T D . LIU LIT CHUNG 5984460 0.00

LIU C H O N G HING INVESTMENT L T D . LIUY S ANDREW 00

.0
LIU C H O N G HING INVESTTVIENT L T D . N G P K PETER 0.00
366 L U K S INDUSTRIAL CO. LTD. L U KK T 87178151 27.42

366 L U K S INDUSTRIAL C O . L T D . CHENG Q I E U N G 51032500 16.05

366 L U K S INDUSTRIAL CO. LTD. CHA H Y ALBERT 0.25

366 L U K S INDUSTRIAL C O . LTD, 0.16

366 L U K S INDUSTRIAL W ONG H W 0.20

366 L U K S INDUSTRIAL C O . L T D . CHANS S 00
.0
366 L U K S INDUSTRIAL CO. L T D . T A T S U Y A INAMIYA 00
.0
366 L U K S INDUSTOIAL C O . L T D . MASAO N A K A M U R A 00
.0
366 L U K S INDUSTRIAL C O . L T D . YOSHIHIRO KITAMURA
00
.0
366 L U K S INDUSTRIAL CO. L T D . THFXEEN ROBERT A 137500
0.04
422 M A N D A R I N ORIENTAL INTERNATIONAL LTD. KESWICK S 15000
0.00
422 M A N D A R I N ORIENTAL INTERNATIONAL LTD. RICHN 5000
00
.0
422 M A N D A R I N ORIENTAL INTERNATIONAL L T D .
00
.0
422 M A N D A R I N ORIENTAL INTERNATIONAL L T D . COLLINS P J
00
.0
422 M A N D A R I N ORIENTAL INTERNATIONAL L T D . HUI IJEJ
JENKIN
00
.0
422 M A N D A R I N ORIENTAL INTERNATIONAL L T D . KWOK R C 37619
0.01
422 M A N D A R I N ORIENTAL INTCRKATIONAL L T D . L E A C HC G R
0.01
422 M A N D A R I N ORIENTAL INTERNATIONAL L T D . L E E RICHARD
00
.0
422 M A N D A R I N ORIENTAL INTERNATIONAL L T D . MOORE R E
00
.0
422 ONAL LTD.
M A N D A R I N ORIENTAL INTERNATION MORRISON A G
00
.0
422 ONAL LTD.
M A N D A R I N ORIENTAL INTERNATION RILEY R E
0.01
M A N D A R I N ORIENTAL INTERNATIONAL L T D . TERRY G J
0.00
 -132-
New Company Naj Directcffs Name Exec/ Indir. ord.
sharehldg Hdg

422 M A N D A R I N ORIENTAL INTERNATIONAL LTD. TYRI E P R 0.01

422 M A N D A R I N ORIENTAL INTERNATIONAL LTD. KESWICK H 0.00
M E L B O U R N E ENTERPRISES LTD. CHENGY T 0.00
M E L B O U R N E ENTERPRISES LTD. CHUNGMF 12509000 50.04
M E L B O U R N E ENTERPRISES LTD. LOKC 1891500 757
M E L B O U R N E ENTERPRISES LTD. CHUN Y S FREDERICK 1875 0.01
M E L B O U R N E ENTERPRISES LTD. CHUNG W S ROBERT 0 0.00
478 M I N G L Y CORPORATION LTD., T H E CHAC M 205353401 Z
i 43
478 M I N G L Y CORPORATION LTD., T H E WONG M L MADELINE 15512000 0.94
478 M I N G L Y CORPORATION LTD., T H E CHA M S PAYSON 00
.0
478 M I N G L Y CORPORATION LTD., T H E LIUB J 00
.0
478 M I N G L Y CORPORATION LTD., T H E MILLER H D 00
.0
478 M I R A M A R H O T E L &. INVESTMENT CO., L T D . TANG Y S 115000 0.02

71 M I R A M A R HOTCL & INVESTMENT CO., L T D HO S H 5005200 0.94

M I R A M A R H O T E L & INVESTMENT CO., L T D HO TIM 12298560 231

M I R A M A R H O T E L & INVESTMENT WOO K P 11426400 2.15

MIRAMAR HOTEL FUNGY B 1380000 0.26

M I R A M A R HOTCL SIN W K 3825360 0J2
MIRAMAR HOTEL LEEQ W 1.22
6491520

MIRAMAR HOTCL Sc INVESTMENT CO., L T D affiNG K 0 1.48

7842640

MIRAMAR H O T E L & INVESTMENT CO., L T D YOUNG B C ALBERT 0.19

1017704
M I R A M A R H O T E L & INVESTMENT CO., L T D 0.39
Y U EK C
0.34
MIRAMAR HOTCL & INVESTMENT CO., L YEUNG P L HOWARD
0.00
MIRAMAR H O T E L & INVESTMENT YEUNGB Y
0.00
MIRAMAR H O T E L & INVESTMENT CO., L T D YEUNG BING KWONG
1.87
M I R A M A R H O T E L & INVESTMENT CO., L LEUNGKK 9936000
0.00
71 MIRAMAR H O T E L & INVESTMENT YEUNG BING KIN
0.19
17 N E W W O R U 5 D E V E L O P M E N T CO., LTD. LEEQ W
0.13
17 N E W W O R L D D E V E L O P M E N T CO., LTD. HO S H
0.00
17 N E W W O R L D D E V E L O P M E N T CO.. LTD. YEUNG P L HOWARD
0.00
17
00
.0
N E W W O R L D D E V E L O P M E N T CO., KWOK T S

17

17
N E W WORUD D E V E L O P M E N T CO.. CHENG Y P
00
.0
17
N E W W O R L D D E V E L O P M E N T CO., CHENG Y T
00
.0
N E W W O R L D D E V E L O P M E N T CO., YOUNG B C ALBE R T 960
0.19
17 N E W W O R L D D E V E L O P M E N T CO., HO TIM 2159866 0 0.02
17 177280
N E W WORJLD D E V E L O P M E N T CO., YIU Y
0.00
17 CHENG K S HENRY
N E W W O R L D D E V E L O P M E N T CO.,
0,31
17 3501984
N E W W O R L D D E V E L O P M E N T CO., SIN W K
1.62

00
.0
17 18465600
N E W W O R L D D E V E L O P M E N T CO.. LIANG C H D A V r o

64 N E W W O R L D HOTELS (HOLDINGS) L T D YOUNG B C ALBE R T

0.30
64 N E W W O R L D HOTTELS (HOLDINGS) L T D YIU Y

64 N E W W O R L D HOTELS (HOLDINGS) L T D SIN W K

64 N E W W O R L D HOTELS (HOLDINGS) L T D CHENG K S PETER

64 N E W W O R L D HOTELS (HOLDINGS) L T D CHENG Y T

64 N E W W O R L D HOTELS (HOLDINGS) L T D CHENG K S HENRY

64 N E W W O R L D HOTELS (HOLDINGS) L T D DOO W H WILLIAM 0.00

N O V E L ENTERPRISES LTD. CHAO K P 14122000 13.91

78 N O V E L ENTERPRISES L T D LUH Y 10178000

N O V E L ENTERPRISES L T D C H A O K Y RONALD 20500000 14

N O V E L ENTERPRISES L T D C H O U SUSANA 599000

N O V E L ENTERPRISES L T D C H O U K F SILAS 2026000

78 N O V E L ENTCRPRISES L T D L A MW W 8326000

N O V E L ENTERPRISES L T D K W A N S Y VINCENT 6650000 L06

CHOI C I 0,80
78 N O V E L ENTERPRISES L T D
 -133 -
New Conpany Name Directors Name Ordinary Prcfcrcnoe
shapcMdg sharehldg

N O V E L ENTHRPRI
[SES LTD MA M Y LESTER 0.32
N O V E L ENTERPRI
SES SHUTW
0.00
N O V E L ENTERPRI
SES SHIH P C
0.08
N O V E L ENTERPRI
SES SELWAY-SWIFT P E
0.00
N O V E L ENTERPRISES LTD. KITAMURA YOSHIHIRO
0.00
332 ORIENT OVERSEAS (HOLDINGS) LTD.
1932 219337621 75.68
332 ORIENT OVERSEAS (HOLDINGS) LTD. TUNGCC
0.00
332 ORIENT OVERSEAS (HOLDINGS) LTD KING ROGER
00.0
332 ORIENT OVERSEAS (HOLDINGS) LTD CHO MORLEY L
00.0
332 ORIENT OVERSEAS (HOLDINGS) LTD HOBSON H F G
0.00
332 ORIENT OVERSEAS (HOLDINGS) LTD SHAW B P
00.0
332 ORIENT OVERSEAS (HOLDINGS) LTD LUS D
00.0
332 ORIENT OVERSEAS (HOLDINGS) LTD THOMPSON N S
0.00
332 ORIENT OVERSEAS (HOLDINGS) LTD LIANG M H
0.00
332 ORIENT OVERSEAS (HOUDINGS) LTD HS1A JOHN
0.00
332 ORIENT OVERSEAS (HOLDINGS) LTD CHASE R H A 00.0
332 ORIENT OVERSEAS (HOLDINGS) LTD. HARRINGTON D J 00.0
ORIENTAL PRESS GROUP LTD. MAC K 0.00
ORIENTAL PRESS GROUP LTD. CHAM S L 0.01
ORIENTAL PRESS GROUP LTD. MAH C 00.0
ORIENTAL PRESS GROUP LTD. FAO P W 0.00
ORIENTAL PRESS GROUP LTD, CHAN CHEUK aDRISTOPHER 00.0
ORIENTAL PRESS GROUP LTD. MATK 0.04
ORIENTAL PRESS GROUP LTD. LAM PUI (LAM M T) 0.02
73 PALIBURG INVESTMENTS LTD. BONG S Y DANIEL 0,00
73 PALIBURG INVESTMENTS LTD. GALLIE R T 175000 0.03
73 PALIBURG INVESTMENTS LTD. NG K K KENNETH 00.0
73 PALIBURG INVESTMENTS LTD. Y U T K PETER 0.00
73 PALIBURG INVESTMENTS LTD. LO YUK SUI 76.95

73 PALIBURG INVESTMENTS LTD. CHOI C W MICHAEL 00.0

369 POLLY PECK FAR E A S T LTD. NADIR ASIL 72.25
369 POLLY PECK FAR E A S T LTD. READING A J 00.0
POLLY PECK FAR E A S T LTD. FAWCUS D S 0.00
369 POLLY PECK FAR E A S T LTD. HARRIS J 0.00
369 POLLY PECK FAR EAST LTD. HO S N STANLEY 0.24

369 POLLY PECK FAR E A S T LTD. BUTTIFAI

1975806 0.77

369 POLLY PECK F A R E A S T LTD. POON Y K ANDREW 0.00

369 POLLY PECK FAR E A S T LTD. GOUDE KHTTING A 00.0
R A Y M O N D INDUSTRIAL LTD. WONG K L WILSON 32492400 69.43

R A Y M O N D INDUSTOIAL LTD. NIU XEFENG 00.0

229 R A Y M O N D INDUSTRIAL LTO. WONG K H PHIUP 7196400 15.38

R A Y M O N D INDUSTRIAL LTD. CHENG K O 4132800 8.83

R A Y M O N D INDUSTRIAL LTO. JOYCE L E 1.92

R A Y M O N D INDUSTRIAL LTD. YANGZQ 0.00

R A Y M O N D INDUSTRIAL LTD. LEUNG K H MICHAEL 0.00

REALTY DEVELOPMENT CORPORATION LTD, M WOO K C PETER 0.00

REALTY DEVELOPMENT CORPORATION L T D . " 0.01

REALTY DEVELOPMENT CORPORATION LTD. 00.0

REALTY DEVELOPMENT CORPORATION LTD. MAM 0.00

REALTY DEVELOPMENT CORPORATION LTD. "A" U G W J 0.00

REGAL HOTTELS (HOLDINGS) LTD. LOUIE F L PHILIP 0.00

REGAL HOTELS (HOLDINGS) LTD. GALLIE R T 0.03

REGAL HOTELS (HOLDINGS) LTD. CHOI C W MICHAEL 00.0

REGAL HOTCLS (HOLDINGS) LTD. L O YUK SUI 9 590498127 51.28
 -134-
Dixcciors Name Post Ordinary ImJir. <
held sharehldg sharcUdg slfMrehldg

78 R E G A L HOTELS (HOLDINGS) I LEEMT 18552108 1.61

78 R E G A L HOTELS (HOLDINGS) LTD. WYLLIE W R A 855500
78 R E G A L HOTELS (HOLDINGS) I Y U T K PETER 0.00
78 R E G A L HOTELS (HOLDINGS) I BONG S Y D A N E L

78 R E G A L HOTELS (HOLDINGS) I T ONG C L DAVID 48581199

S A F E T Y G O D O W N CO. L T D . LUTM 1573024 U0
S A F E T Y G O D O W N CO. LTD. LUSIN 48723142 5139
237 S A F E T Y G O D O W N CO. LTD. WONG K L 00
.0
237 S A F E T Y G O D O W N CO. LTD. IE TJOEN HOEY 1190678 1.88
237 S A F E T Y G O D O W N CO. L T D . SLAMET S G 4950630 4.74
237 S A F E T Y G O D O W N CO. LTD. CHOW M S
0.77
237 S A F E T Y G O D O W N CO. LTD. L U W Y ANDREW

S A F E T Y G O D O W N CO. LTD. LUI C L 700128 0.6?

S A F E T Y G O D O W N CO. LTD. LU W L 24328 0.02
S A N M I G U E L BREWERY L T D . ROCCO R S 4800 0.00
S A N M I G U E L BREWERY L T D . SORIANO A III
00
.0
SAN MIGUEL BREWERY LTD. 0.00

S A N MIGUEL BREWERY LTD. EIZMENDI P C J R 00

.0
S A N MIGUEL BREWERY LTD. LIFS 0.85

S A N M I G U E L BREWERY LTD. MACAULAY R J 00

.0
S A N M I G U E L B R E W E R Y LTD. GARCIA A S 00
.0
S A N M I G U E L B R E W E R Y LTD. GOKONGWEI JOHN JR 0.00

S A N M I G U E L BREWERY L T D . KARR R D 00
.0
S A N M I G U E L BREWERY L T D . B E L M O N T E F JR 0.00

S A N M I G U E L BREWERY L T D . FERIA J Y 00
.0
S A N MIGUEL BREWERY LTO. L E E DOMINGO 0.00
SEMI-TECH MICROELECTRONICS (FAR EAST) LTD. HO S N STANLEY 14924000 1.39

SEMI-TECH MICROELECTRONICS (FAR EAST) LTD. TING JAMES H PCEO 188140000 17.01

SEMI-TECH MICROELECTRONICS (FAR EAST) LTD. HOLMES F E 188140000 17.01

SEMI-TECH MICROEUECTRONICS (FAR EAST) LTD. T A M C H CHUCK 188140000 17.01

SEMI-TECH MICRO
LOELECTRONICS (FAR EAST) LTD. M AF Y 00
.0
LOELECTRONICS (FAR EAST) LTD.
SEMI-TECH MICRO WELLS M W 00
.0
80 SHAW BROTHERS (HONG KONG) L T D . TURNBULL WILLIAM 0.00
80 S H A W BROTHERS (HONG KONG) L T D . SFffiN H J 0.00

80 S H A W BROTHERS (HONG KONG) L T D . SHAW R R 269923872 67.75

80 SHAW BROTHERS (HONG KONG) L T D . LEEQ W 00

.0
80 SHAW BROTHERS (HONG KONG) L T O . FONG MONA 611000 0.15

80 S H A W BROTHERS (HONG KONG) LTO. ANNTK 00

.0
82 SHUI O N G R O U P L T D . WONG Y L F R A N K E 0.00

63.94
82 SHUI O K G RO UP L T D . L O H S VINCENT 451341215

SHUI O N G RO UP L T D , LOCKJEAN 00
.0
SHUI O N G RO UP L T D . D E NYS G J 0.04

SHUI O N GRO UP L T D . IPM S HENRY 3953333 0.56

SHUI O N GRO UP L T D . HO K N RICHARD 0.39

82 SHUI O N GROUP L T D . SCOTCHBROOK GODFREY 00

.0
S H U N H O INVESTMENTS (HOLDINGS) L T O . CHENGT S 193291460 65.33

S H U N H O INVESTMENTS (HOLDINGS) LTO. CHENG K C ANTHONY 0.04

S H U N H O INVESTMENTS (HOLDINGS) L T D . CHENG K M WILLIAM 0^0

S H U N H O INVESTMENTS (HOLDINGS) LTD. C HE NG K H DAVID 0.04

S H U N H O INVESTMENTS (HOLDINGS) L T D . L E E Y K CHARLES 0.00

H O Y K WINNIE 21609752 13.57

S H U N T A K ENTERPRISES CORPORATION L T D .

S H U N T A K ENTERPRISES CORPORATION L T D . TSOI Y L 169108 0.10

CHENGY T 114688323 71.01

[SES CORPORATION L T D .
CENTERPRIS
HO S N S T A N L E Y 289869979 114688323
S H U N T A KCENTERPRIS
ENTERPRISES CORPORATION L T D .
 -135 -
Company 1 Directors Nam: Excc/ %a,ge

S H U N T A K ENTERPRISES CORPORATION LTD. YIP TEDDY 6911230 114688323 75.28

SIME D A R B Y H O N G K O N G LTD. MOHAMEDA U MUSTAPHA 00.0
SIME D A R B Y H O N G K O N G LTD. TUNKU YAHAYAT D S A 0.06
SIME D A R B Y H O N G K O N G LTD. LEE H C 0.00
249 SIME D A R B Y H O N G K O N G LTD. L I K P DAVID
0.04
SIME D A R B Y H O N G K O N G LTD. BERRY MARTIN S
00.0
249 SIME D A R B Y H O N G K O N G LTD. AKERS-JONES DAVID
00.0
249 SIME D A R B Y H O N G K O N G LTO. ELPHICK M P
0.06
SIME D A R B Y H O N G K O N G LTD. LAM CHUN DANIEL
0.01
SIME D A R B Y H O N G K O N G LTD. LEE H P HENRY
0.01
SEME D A R B Y H O N G K O N G LTD. MOHAMEDA U ISMAIL
00.0
SIME D A R B Y H O N G K O N G LTD. ROBERSON JUAN B M
0.21
SINCERE < CHOYTF 8390
0.01
MA K K J O H N 24986
0.02
SINCERE < MA K Y 120486
0.11
SINCERE ( A U P K DANIEL 19624
0.02
SINCERE < LOT Y 7962
0.01
MAR FAN CHARLES 74934
0.07
THE MAR SELWYN
00.0
THE MAW H RONALD
00.0
MASC 19466
0.02
LTD MA H F 4370
00.0
MA K W WALTER
0.01
MA K W
00.0
SINCERE < MA K Y SAMMY 0 00.0
SING T A O L T D . FUNG P F KENNETH 190100
0.07
SING T A O A . W T T FRED 190100
0.07
SING T A O L T D . AW SIAN SALLY 196151800 3120100
69.19
SING T A O L T D . TENG P H 3475300

233 SING T A O L T D . TUNGCH 0.02

83 SINO L A N D C O . 1 LEE W K KENT 178588 O.OO

83 SINO L A N D CO. ARCULU R J 0.04

83 S I N O L A N D CO. LTD. NG C S ROBERT 5068204 0.07

83 SINO L A N D CO. I CHENG C C MICHAEL 1522058 0.02

83 S I N O L A N D CO. I YAM WILLIAM 0.00

S I N O L A N D CO. LTD. KWANM W 1108000 0.01

S I N O L A N D CO. LTD. 48500 0.00

83 SINO L A N D CO. OWS I 0.00

247 S I N O REALTY & ENTERPRISES LTD. }C T 0.00

247 S I N O REALTY & ENTERJRRISES LTD. 00.0

247 S I N O REALTY & ENTERPRISES LTD. N G C S ROBERT 0,04

86 S U N H U N G KAI PROPERTIES LTD. LEE Y K CHARLES 0.00

86 S U N H U N G KAI PROPERTIES LTD, LAW K W 219343 0.01

86 S U N H U N G KAI PROPERTIES LTD. CHAN K M 31442 0.00

86 S U N H U N G KAI PROreRTIES LTD. KWOK P S WALTER 18022648 1.13

86 S U N H U N G KAI PROreRTIES LTD. KWOK P I RAYMOND 17865398 1.12

86 S U N H U N G KAI PROPERTIES LTD. C H A N K Y THOMAS 115500 0.01

S U N H U N G KAI PROPERTIES LTD. KWOK P K THOMAS 17360917 1.08

86 S U N H U N G KAI PROPERTIES LTD. LO C C CLEMENT 133532 49698 0.01

S U N H U N G KAI PROPERTIES LTD. KWOK T S 0 716469107 44.73

S U N H U N G K M PROPERTIES LTD. LEES K 342126 0.02

S U N H U N G KAI PROPERTIES LTD. HO TIM 446628 0.03

S U N H U N G KAI PROPERTIES LTD. HOWS 1117000 0.07

S U N H U N G KAI m O P E R T I E S LTD. WOO P S 3229973 1776470 031

 -136-
Cconpany Name Directors Name Excc/ Ordinary Indir. c
non-cx sharehldg shaiehldg

} K A I & CO. LTD. YIP Y C JOHN 1 89510 0.02

i K A I &. CO. LTD. YIPLS 1 1630537 0.29
i KAI & CO. LTD. SYCIPW 2 351424 0.06
S U N H U N G KAI & CO. LTD. PRICE K 2 29000 0.01
S U N H U N G KAI & CO. LTD. FUNG W C T O N Y > 1 271428 288338290 50.59
S U N H U N G K A I & CO. LTD. ARCULLI R J 2 14056 00
.0
S U N H U N G KAI & CO. LTD. ARTHURW R 00
.0
S U N H U N G KAI &. CO. LTD. CHENG K S HENRY 00
.0
S U N H U N G K A I & CO. LTD. COX J 00
.0
S U N H U N G KAI & CO. LTD. FUNGK B 0.00
S U N H U N G K A I &. CO. LTD, FUNG W F THOMAS 2980 00
.0
S U N H U N G K A I &. CO. LTD. H O H C NORMAN 748493 0.13
S U N H U N G K A I & CO. LTD. KWOK P K THOMAS 0.18
S U N H U N G KAI & CO. LTD. LEES K 1.25
SWIRE PACIFIC L T D . "A" GLEDHILL D A 0.00
SWERE PACIFIC L T D . "A" DUNN S LYDIA 0-00
SWBRE PACIFIC L T D . "A" JOHANSEN P A 0.00
SWIRE PACIFIC L T D . "A" LOTS 00
.0
SWIRE PACIFIC L T D . MAM F R A M EF R 00
.0
SWIRE PACIFIC L T D . "A" SWIRE J A 1565655 0.26
SWIRE PACIFIC L T D . "A" SWIRE ADRIAN 146979 0.16
SWIRE PACIFIC L T D . "A" SUTCHP D A 0.00
SWIRE PACIFIC L T D . "A" ROBERTS P J 00
.0
SWIRE PACIFIC L T D . "A" YAO KANG 00
.0
SWIRE PACIFIC L T D . "A" ALLMAND-SMITH T P 00
.0
SWIRE PACIFIC L T D . "A" B L U C KD R Y 00
.0
SWIRE PACIFIC L T D . "A" LEEJS 00
.0
SWIRE PACIFIC L T D . MILES H M P 1174 0.00
SWDRE PACIFIC L T D . "A" THOMPSON P J 00
.0
SWIRE PACIFIC L T D . "B" GLEDHILL D A 0.00
SWIRE PACIFIC L T D . "BM DUNN S LYDIA 00
.0
SWIRE PACIFIC L T D . "B" JOHANSEN P A 00
.0
SWDRE PACIFIC L T D . "B" LOTS 3948 00
.0
SWIRE PACIFIC L T D . "BM F R A M EF R
0 00
.0
SWIRE PACIFIC L T D . "B" 8394917 17669116 0.85
SWIRE J A
SWIRE PACIFIC L T D . "B" 10863609 18750006 0.96
S W m E ADRIAN

SWIRE PACIFIC L T D . "B" SUTCH P D A 0.00

SWIRE PACIFIC L T D . "B" ROBERTS P 0.00
SWBRE PACIFIC L T O . "B" YAO KANG 00
.0
SWIRE PACIFIC L T D . "B" ALLMAND-SMITH P 00
.0
SWIRE P A d F l C L T D . "B" B L U C KD R Y 0.00
SWIRE PACIFIC L T D . "B" LEEJS 486378 0.02

SWIRE PACIFIC L T D . "B" MILESH M P 101345 00

.0
SWIRE P A O F I C L T D . "B" THOMPSON P J 0.00

88 T A I C H E U N G PROPERTIES L T D . WOOCS 525000 0.15

C H A N S C IVY 12605000 3.26

88 T A I C H E U K G PROPERTIES L T D .
0.04
88 T A I C H E U N G PROPERTIES L T D .

C H A N P D AVID 63806125 16 JO
88 T A I C H E U N G PROPERTIES L T D .

89 T A I SHING D E V E L O P M E N T HOLDINGS LTD. H E U N G L C EUGENE 0.28

90 T A I SHING EMEVELOPMENT HOU31NGS H E U N G K K KENNETI- 00

.0
HOS 6467988 1.77
90

HEUNGCK 57251263 15.71

90 T A I SHING D E V E L O P M E N T HOLDINGS LTD.

H E U N GL S 532812 0.15
90 T A I SHING D E V E L O P M E N T HOLDINGS L T D .

90 T A I SHING D E V E L O P M E N T HOLDINGS LTD. W ONG W T 0.00

 - 1 3 7

Company Name
Post Excc/ Ordinary Preference Indir. ord. %agc
held ncsi-cx sharehldg sharehldg sharehldg shaiehldg

90 T A I SHING D E V E L O P M E N T HOLDINGS LTD. WOOFS 1093 0.00

90 T A I SHING D E V E L O P M E N T HOLDINGS LTD. LEE Y K CHARLES 33175 0.01
511 TELEVISION BROADCASTS LIMmED SHAW R R 126942828 30.22
511 TELEVISION BROADCASTS LZMITCD LEEJS 1862415 0.44
511 TELEVISION BROADCASTS LtMlTED ANNTK 134000 0.03
511 TELEVISION BROADCASTS LIMmED FONG M O N A 788000 0.19
511 TELEVISION BROADCASTS L I M n E D KWOK H N 136207068 32.43

511 TELEVISION BROADCASTS LEMmED CHYE KUOK K H 0 0.00

511 TELEVISION BROADCASTS LEMITED LEE LOOK N K CHRISTINA 17250144 4.11

511 TELEVISION BROADCASTS LIMmED L O O P KEVIN 00.0

511 TELEVISION BROADCASTS LIMITED PAGE LOUIS 0.02

511 TELEVISION BROADCASTS LIMITED PAIN JOHN H 00.0

TELEVISION BROADCASTS LIMITED STIRLING DAVID A 0.01

TELEVISION BROADCASTS LIMrTED FUNG W C TONY 00.0

T I A N A N CHINA INVESTMENTS CO. LTD. FUNG W C T O N Y 14.90

T I A N A N CHINA INVESTMENTS CO. LTD. CHOW 0 K ANDREW 1011000 134597772 28.35

T I A N A N CHINA INVESTMENTS CO. LTD, XUE W L 0.00

T I A N A N CHINA INVESTMENTS CO. L LIW Z 0.00

CO.LTD LOO K Y 00.0

T I A N A N CHINA CO.LTD CHEUNG CHUN 00.0
T I A N A N CHINA INVESTMENTS FUNG K B 00.0
T I A N A N CHINA INVESTMENTS i. LTD. LIUCW 00.0
T I A N A N CHINA CHOWTM 0.00

T I A N TECK L A N D L T D CHEONGK S 5256543 4.43

TIANTCCK L A N D LTD CHEONG B K 20848 0.02

T I A N TECK L A N D L T D CHEONG H H 53014 0.04

T I A N TECK L A N D LTD CHEONG K H 350088 0.29

SIN C C CHARLES 0.02

T I A N TECK L A N D LTD. LIM POAY 0.18

T I A N TECK L A N D LTD. CHEONG K L 0.04

T I A N TECK L A N D LTD. CHEONG S L 0.53

458 TRISTATE HOLDINGS LTD. TANGCCJACK 25.42

45 TRISTATE HOLDINGS LTD. LAUK W 2001774 16.96

458 TRISTATE HOLDINGS LTD. WANY M 00.0

458 TRISTATE HOLDINGS LTD. WUCH

458 TRISTATE HOLDINGS LTD. VUONGQSFRANK 4.44

458 TRISTATE HOUSINGS LTD. PENG H M SHIRLEY 00.0

458 TRISTATE HOLDINGS LTD. TANG-SCHILLING LESLIE W 00.0
95 W A H K W O N G SHIPPING GROUP LTD. CHAO T Y 1840977 1,60

95 W A H K W O N G SHIPPING GROUP LTD. CHAO S B FRANK 2622S4S9 2Z86

W A H K W O N G SHIPPING GROUP LTD. CHAO S B GEORGE 25843623

95

95 W A H K W O N G SHIPPING GROUP LTD. CHOW S Y 80 00.0

95 W A H K W O N G SHIPPING GROUP LTD. HUANGT T THOMAS 0
W H A R F HOLDINGS LTD., THE KAN Y K 65140 00.0
W H A R F HOLDINGS LTD.. THE GRIMSDALE W T 0.00

W H A R F HOLDINGS LTD., TOE WOO K C PETER 0.00

W H A R F HOLDINGS LTO.. TOE SOHMEN H 0.00

W H A R F HOLDINGS LTD., THE HIGGINSON G A 00.0

W H A R F HOLDINGS LTD., THE N G T H STEPHEN 00.0
WHAJRF HOUDINGS LTD., THE U W J GONZAGA 00.0
W H A R F HOLDINGS LTD., THE WATARI S B 0.00

W H A R F HOUDINGS LTD., TOE LIFS 257651 0.02

WILLIAM H U N T HOLDINGS LTD. ZECHA ADRIAAN W L 1.70

W H X I A M H U N T HOLDINGS LTD. BOWEN LOUIS M 0.18

 -138
New Company Name Directors N a n * Post Excc/ %a8c
held non-cx shateMdg ahjirchldg sharehldg shsurehld

286 WILLIAM H U N T HOLDINGS LTD. P U N DAVED C 382166000 15.35

286 WILLIAM H U N T HOLDINGS L T D . HANDLESMAN HAROLD S 166500 0.01
286 WILLIAM H U N T HOLDINGS L T D . PRITZKER JAY A 0.00
286 WILLIAM H U N T HOLDINGS L T D . PRFTZKER THOMAS J 0.00
286 WILLIAM H U N T HOLDINGS L T D . THADAN1 ANIL 0.01
096 WING L U N G B A N K L T D .
W U P K MICHAEL 1662608 3.21
096 WING L U N G B A N K L T D .
W U P K PATRICK 2.59
096 WING L U N G B A N K L T D . 174263
WUJ Y 3.36
096 WING L U N G B A N K L T D .
WUG Y 0.13
096 WING L U N G B A N K L T D .
HO S H 0.69
096 WING L U N G B A N K L T D . W U P C ALBERT
0.00
096 WING L U N G B A N K L T D . BROWN W C L
0.00
096 WING L U N G B A N K L T D . W U P H PHILIP 1307350
2.52
096 WING L U N G B A N K L T D . W U P Y IVAN 1607158
3.10
W I N G L U N G B A N K LTD. CHEN T T THOMAS 1584528
3.06

00.0
r
096 WING L U N G B A N K LTD. HO T T STEPHEN 2586

289 WING O N CO., LTD., THE CHAN S K ANGELA 608000

0.21
m WING O N CO., LTD., THE CHAN C H ADRIANA 41000
0.01
289 WING O N CO., LTD., THE KWOK C H HAYWARD 61080
0.02
289 WING O N CO., LTO., THE KWOK JOEL 255000
0.09
289 WING O N CO., LTD., THE KWOK M A N CHO 621900
0.21
289 WING O N CO., LTD., THE KWOK JOHN 1982000
0.67
KWOK LESTER
289 WING O N CO., LTD., THE 409140 250520
0.22
KWOK C W DAVID
289 WING O N CO.. LTD., THE
KWOK Y ALWIN
10000
00.0
289 WING O N CO., LTD., THE 423000
0.14
KWOK RUSSELL
289 WING O N CO., LTD., THE 744956
0.25
KWOK C KARL
289 WING O N CO., LTD., THE 410710
0.22
KWOK PHILIP
2S9 WING O N CO., LTO., TOE 150000
0.05
KWOK M A N OHO
290 WING O N (HOLDINGS) LTD., THE 2194184
1.21
KWOK C KARL
290 WING O N (HOLDINGS) LTD., THE 589594
20.92
KWOK M A N CHUNG
290 WING O N (HOLDINGS) LTD., THE 863898
KWOK PHILIP
0.48
290 WING O N (HOLDINGS) LTD.. THE 100000
KWOK RUSSELL
0.06
290 WING O N (HOLDINGS) LTD., THE 113960
KWOK LESTER
0.06
290 WING O N (HOLDINGS) LTD., TOE 37385807
TANTS 20.96
290 WING O N (HOLDINGS) LTD., T H E
0.00
98 WINSOR INDUSTRIAL CORPORATION LTD. TING H S PATRICK
0.00
98 WNSOR INDUSTRIAL CORPORATION LTD. TANGHC 4740799
1.81
98 WINSOR INDUSTRIAL CORPORATION LTD. CHOU W H VINCENT 12739836
10.42
98 WINSOR INDUSTRIAL CORPORATION LTD. HSIN T F 412190
0.16
98 WINSOR INDUSTRIAL CORPORATION LTD. SANDBERG MICHAEL 287500
0.11
98 WINSOR INDUSTRIAL CORPORATION LTD. ANNTK 5787428
122
98 WINSOR INDUSTRIAL CORPORATION LTD. CHANG S C 1500000
0J7
98 WINSOR INDUSTRIAL CORPORATION LTD. CHOW W JOHN 512500
0.20
98 WINSOR INDUSTRIAL CORPORATION LTD. O-BREKTW 0 0.00
98 WINSOR INDUSTRIAL CORPORATION LTD. YU K O 603840
0.23
98 WINSOR INDUSTRIAL CORPORATION LTD. CHOW M S 3069795
1.18
98 WINSOR INDUSTRIAL CORPORATION LTO. CHOW C K DMD 12553403 14451206
10.34
98 WINSOR INDUSTRIAL CORPORATION LTD, TANGH Y 7185600
175
98 WINSOR INDUSTRIAL CORPORATION LTO. ZAI2EN H 0.00
98 WINSOR INDUSTRIAL CORPORATION LTD. ONS 036
99 W O N G ' S INDUSTRIAL (HOLDINGS) LTD. FUNG P F KENNETH 0.06

99 W O N G ' S INDUSTRIAL (HOLDINGS) LTD, L E E C Y PETER 0.10

99 W O N G ' S INDUSTRIAL (HOLDINGS) LTD. EVERITT MICHAEL G L60

99 W O N G ' S INDUSTRIAL (HOLDINGS) LTD. CHAN T W GABRIEL 337500 0.09
 -139-
fcw Company Name Driectors Name
sdc Excc/
nc*i-cx
Ordinary
sharehldg
Preference
sharehldg
!nd.ir. wd.
shaiehldg
%agc
sharehldg

99 WONG'S INDUSTRIAL (HOLDINGS) L T D WONG SENTA 334

99 WONG'S INDUSTRIAL (HOLDINGS) L T D YAPR A 5870(X 1J5
99 WONG'S INDUSTOIAL (HOLDINGS) L T D WONG W S 52.15
99 WONG C A JOHNNY 6250 3.16
99 WONG'S INDUSTRIAL (HOLDINGS) LTD WONG C Y MICHAEL 13500 3.96
99 WONG'S INDUSTRIAL (HOLDINGS) LTD, WONG C M BENEDICT 118
20 W O R L D INTERNATIONAL (HOLDINGS) I LEEP C 6393242 0.31
20 W O R L D INTERNATIONAL (HOLDINGS) I WOO K C PETER 5014088 0.24
20 W O R L D INTERNATIONAL (HOLDINGS) I CHUNGS Y 0.00
'ENTERNTATIONAL (HOLDINGS) L T D CHANGB M 9287252 0.45
| INTERNATIONAL (HOLDINGS) L T D N G T H STEPHEN 0.00
| INTERNATIONAL (HOLDINGS) WOO B P Y 0.00
i INTERNATIONAL (HOLDINGS) L T D TSE R C O 00.0
INTERNATIONAL (HOLDINGS) L T D LI W J GONZAGA 0.00
INTERNATIONAL (HOLDINGS) PANY K STEPHEN 867840 0.04

'INTERNATIONAL (HOLDINGS) LTD, SOHMEN H 29238994 I A3

260 W O R M A L D PACIFIC LTD. STEVENS LAWRENCE H 0.00

260 W O R M A L D PACIFIC LTD. L E EM T 34.00

260 W O R M A L D PACIFIC LTD. 00.0

260 W O R M A L D PACIFIC LTD. L I RK L ALFRED 0.06
260 W O R M A L D PACIFIC LTO. STUBBINGS P C 0.08
260 W O R M A L D PACIFIC LTD. T A NP C 0.00
260 W O R M A L D PACIFIC LTD. WYLIEW R A 0.23

260 W O R M A L D PACIFIC LTD. JARVIE W 00.0

292 Y A O H A N H O N G K O N G CORPORATION LTD. WADA KAZUO 200250400 68.42

292 Y A O H A N H O N G K O N G CORPORATION LTD. W A D A TERUMASA 0.83

292 Y A O H A N H O N G K O N G CORPORATION LTD. W A D A MITSUMASA 400 0.67

292 Y A O H A N H O N G K O N G CORPORATION LTD. Y A M A D A ZENZUKE 0.83

292 Y A O H A N H O N G K O N G CORPORATION LTD. MITSUHASHI MASAAKI 0.33

292 Y A O H A N H O N G K O N G CORPORATION LTD. T O K U W S AH _ C H 1 0.33

292 Y A O H A N H O N G K O N G CORPORATION LTD. S A K U M A YUJI

00.0
292 Y A O H A N H O N G K O N G CORPORATION LTD. TAKAHASHI MASASHI
0.25
Z U N G F U CO. LTD. DINSDALE R K
0.00
Z U N G F U CO. L T D COURTAULD W M
00.0
Z U N G F U CO. L T O LEERG
0.01
Z U N GF U CO, L T O RICH NIGEL
0.00
Z U N G F U CO. L T D 2863537
0.75
BARKOW M G
ZUNGF U CO.L T D
00.0
Z U N GF U CO. L T D KHO JOSEPHINE 284010
0.07
Z U N G F U CO.L T D CHIU B K 4357912
1.14
Z U N GF U CO. L T O NIGHTINGALE A J L
0.11
Z U N GF U CO.L T D KWOK R C

8472
00.0
Z U N GF U CO. L T O

Z U N G F U CO. L T D MOORE C P 5618

00.0
4177544
0.00
Z U N GF U CO. L T D SULKEW M
1.09
 APPENDIXE l

Directors with Multiple Directorships

in the same Group
 - 1 4 1 -

Director's Name Directorships

ALLMAND-SMITH T P HONG KONG AIRCRAFT ENGINEERING CO. LTD.

SWIRE PACIFIC LTD.
BARROW M G MANDARIN ORIENTAL INTERNATIONAL LTD.
ZUNG FU CO. LTD.
B L U C KD R Y C A T H A Y PACIFIC AIRWAYS LTD.
HONG KONG AIRCRAFT ENGINEERING CO. LTD.
SWIRE PACIFIC LTD.
B O N G S Y DANIEL CENTURY CITY HOLDINGS LTD.
PALIBURG INVESTIVIENTS LTD.
REG AL HOTELS (HOLDINGS) LTD.
CHACM HKR PROPERTIES LTD.
HON KWOK L A N D INVESTMENT CO. LTD.
MINGLY CORPORATION LTD., T H E
C H A M S PAYSON HKR PROPERTIES LTD.
HON KWOK L A N D INVESTMENT CO. LTD.
MINGLY CORPORATION LTD THE

C H A N C C RONNIE AMOY PROPERTIES LTD.

GRAND HOTEL HOLDINGS LTD.
HANG LUNG DEVELOPMENT CO. LTD.

C H A N CHUN ON ALLIED OVERSEAS INVESTMENTS LTD.

ALLIED PROPERTIES (HK) LTD.

CHAN N K CAVENDISH INTERKATIONAL HOLDINGS LTD*

HONGKONG ELECTRIC HOLDINGS LTD.

C H A N Y H ROBIN ASIA INSURANCE CO., LTD.

INTERNATIONAL MARITIME CARRIERS (HOLDINGS)

CHEN Y T KING FOOK HOLDINGS LTD.

N A N FUNG TEXTILES CONSOLIDATED LTD.
MIRAMAR HOTEL & INVESTMENT CO., LTD.
CHENGKO
RAYMOND INDUSTRIAL LTD.
NEW WORLD DEVELOPMENT CO., LTD.
C H E N G K S HENRY
NEW WORLD HOTELS (HOLDINGS) LTD.
TIAN TECK LAND LTD,
CHEONGBK
ASSOCIATED INTERNATIONAL HOTELS LTD.
TIAN TECK LAND LTD.
CHEONGKH
ASSOCIATED INTERNATIONAL HOTELS LTD.
TIAN TECK LAND LTD.
CHEONG S L
ASSOCIATED INTERNATIONAL HOTELS LTD.
FAR EAST CONSORTIUM LTD.
CHIUJ U C L
FAR EAST HOTELS & ENTERTAINMENT LTD.
FAR EAST CONSORTIUM LTD.
CHIU T C D A V E )
FAR EAST HOTELS & ENTERTAINMENT LTD.
FAR EAST CONSORTIUM LTD.
CHIU T J DANIEL
FAR EAST HOTELS & ENTERTAINMENT LTD.
FAR EAST CONSORTIUM LTD.
CHIU T K D E A C O N FAR EAST HOTELS & ENTERTAINMENT LTD.
FAR EAST CONSORTIUM LTD.
CHIU T FAR EAST HOTELS & ENTERTAINMENT LTD.
FAR EAST CONSORTIUM LTD.
CHIU T S DICK
FAR EAST HOTELS & ENTERTAINMENT LTD.
CENTURY CITY HOLDINGS LTO.
CHOI C W MICHAEL
PALIBURG INVESTMENTS LTD.
REGAL HOTELS (HOLDINGS) LTD.
 - 1 4 2

Director's Name Directorships

C H O U W H VINCENT HSIN CHONG HOLDINGS (H-K.) L T D .

WINSOR INDUSTRIAL CORPORATION LTD.

CHOW C K WINSOR INDUSTRIAL CORPORATION LTD.

D A H SING N N A N C I A L HOLDINGS LTD.
CHOW M S S A F E T Y G O D O W N CO. LTD.
WINSOR INDUSTRIAL CORPORATION LTD.
CHOW N M ALBERT C H E U N G K O N G (HOLDINGS) LTD.
HONGKONG ELECTRIC HOLDINGS LTD.
HUTCHISON WHAMPOA LTD.
CHUNG C T SINO L A N D CO. LTD.
SINO R E A L T Y & ENTERPRISES LTD.

C H Y E KUOK K H HK-TVB LTD.

TELEVISION BROADCASTS LIMITED

COLLINS P J JARDINE M A T H E S O N HOLDINGS LTD.

JARDINE STRATEGIC HOLDINGS LTD.
MANDARIN ORIENTAL INTERNATIONAL LTD.

FONG MONA HK-TVB LTD.

SHAW BROTHERS (HONG KONG) LTD.
TELEVISION BROADCASTS LIMITED

G A L L I E RICHARD T P A U B U R G INVESTMENTS LTD.

R E G A L HOTELS (HOLDINGS) LTD.
ASIA SECURITIES INTERNATIONAL LTD.

G O R D O N SIDNEY CHINA LIGHT & POWER CO. LTD.

HONGKONG A N D SHANGHAI HOTELS, LTD., THE
HONGKONG & SHANGHAI BANKING CORPORATION
G R A YJ M
HANG SENG BANK LTD.

HO H C NORMAN LEE HING DEVELOPMENT LTD.

S U N HUNG KAI & CO. LTD.

H O S N STANLEY POLLY PECK FAR EAST LTD.

SEMI-TECH MICROELECTRONICS (FAR EAST) LT
S H U N TAK ENTERPRISES CORPORATION LTD.
HONGKONG SC SHANGHAI BANKING CORPORATION
JAQUES D G
HANG SENG B A N K LTD.
HONG KONG AIRCRAFT ENGINEERING CO. LTD.
JOHANSEN P A
SWIRE PACIFIC LTD.
CATHAY PACIFIC AIRWAYS LTD.
JOHN S M
HONG KONG AIRCRAFT ENGINEERING CO. LTD.
ALLIED OVERSEAS INVESTMENTS LTD.
JONES A L A N STEPHEN
ALLIED PROPERTIES (HK) LTD.
CHINA LIGHT & POWER CO., LTD.
KADOORIE D M I C H A E L
HONGKONG A N D SHANGHAI HOTELS, LTD., THE
MANDARIN ORIENTAL INTERNATIONAL LTD.
KESWICK H E N R Y
HONGKONG L A N D CO. LTD., THE
JARDINE MATHESON HOLDINGS LTD.
JARDINE STRATEGIC HOLDINGS LTD.
MANDARIN ORIENTAL INTERNATIONAL LTD.
KESWICK SIMON
HONGKONG L A N D CO. LTD., THE
JARDINE MATHESON HOLDINGS LTD.
JARDINE STRATEGIC HOLDINGS LTD.
WING O N (HOLDINGS) LTD., THE
K W O K LESTER
WIKG O N CO., LTD., THE
 ~ 1 4 3 -

Director's Name Directorships

K W O K M A N CHO WING O N (HOLDINGS) LTD., T H E

WING O N CO.LTD., H I E
K W O K P K THOMAS S U N HUNG KAI & CO. LTD.
S U N HUNG KAI PROPERTIES LTD.
K W O K PHILIP WING ON (HOLDINGS) LTD., THE
WING ON CO., LTD., THE
KWOK R C HONGKONG LAND CO. LTD. THE
JARDINE MATHESON HOLDINGS LTD.
JARDINE STRATEGIC HOLDINGS LTD.
MANDARIN ORIENTAL INTERNATIONAL LTD.
ZUNG FU CO. LTD.
K W O K RUSSELL WING ON (HOLDINGS) LTD., THE
WING ON CO., LTD., THE

L A MK M LAI SUN DEVELOPMENT CO. LTD.

LAI S U N GARMENT (INTERNATIONAL) LTD.

L A M K N PETER CROCODILE GARMENTS LTD.

LAI S U N DEVELOPMENT CO. LTD.
LAI S U N GARMENT (INTERNATIONAL) LTD.

LAU K W SOUTH SEA TEXTILE M A N U F G CO., LTD

TRISTATE HOLDINGS LTD.

L E A C HC G R HONGKONG LAND CO. LTD., THE

JARDINE MATHESON HOLDINGS LTD.
MANDARIN ORIENTAL INTERNATIONAL LTD.
JARDINE STRATEGIC HOLDINGS LTD.

LEEK Y HENDERSON INVESTMENT LTD.

HENDERSON L A N D DEVELOPMENT CO. LTD.

L E E L O O K N K CHRISTINA HK-TVB LTD.

TELEVISION BROADCASTS LIMITED
HONGKONG REALTY A N D TRUST CO., LTD.
L E HP C
WORLD INTERNATIONAL (HOLDINGS) LTD.
JARDINE STRATEGIC HOLDINGS LTD.
L E E RICHARD
MANDARIN ORIENTAL INTERNATIONAL LTD.
ALLIED OVERSEAS INVESTMENTS LTD.
L E E SENG WEI PATRICK
ALLIED PROPERTIES (HK) LTD.
HENDERSON INVESTMENT LTD.
LEETM
HENDERSON LAND DEVELOPMENT CO. LTD.
HONGKONG REALTY A N D TRUST CO., LTD.
LEES W J
LANE CRAWFORD HOLDINGS LTD.
REALTY DEVELOPMENT CORPORATION LTD.
FURAMA HOTEL ENTERPRISES LTD.
LEUNG K K
MIRAMAR HOTEL & INVESTMENT CO., LTD.
HUTCHISON WHAMPOA LTD.
LIFW
JOHNSON ELECTRIC HOLDINGS LTD.
HARBOUR CENTRE DEVELOPMENT LTD.
LI W J GONZAGA
WHARF HOLDINGS LTD., THE
WORLD INTERNATIONAL (HOLDINGS) LTD.
CROCODILE GARMENTS LTD.
LIM P Y
LAI S U N GARMENT (INTERNATIONAL) LTD.
LAI S U N DEVELOPMENT CO. LTD
CENTURY CITY HOLDINGS LTD.
L O Y U K SUI
PALIBURG INVESTMENTS LTD.
REGAL HOTELS (HOLDINGS) LTD.
 - 1 4 4 -

Director's Name Directorships

MAGNUS GEORGE C HONGKONG ELECTRIC HOLDINGS LTD.

HUTCHISON WHAMPOA LTD.
CAVENDISH INTERNATIONAL HOLDINGS LTD.
MILES H M P SWIRE PACIFIC LTD.
CATHAY PACIFIC AIRWAYS LTD.
MOORE R E JARDINE MATHESON HOLDINGS LTD.
JARDINE STRATEGIC HOLDINGS LTD.
MANDARIN ORIENTAL INTERNATIONAL LTD.

MURRAY SIMON CAVENDISH INTERNATrONAL HOLDINGS LTD.

HONGKONG ELECTRIC HOLDINGS LTD.
HUTCHISON WHAMPOA LTD.
N G K K KENNETH CENTURY O T Y HOLDINGS LTD.
PALIBURG INVESTMENTS LTD.
NG KWOK CHEUNG PAUL ALLIED OVERSEAS INVESTMENTS LTD.
ALLIED PROPERTIES (HK) LTD.
N G T H STEPHEN HARBOUR CENTRE DEVELOPMENT LTD.
WHARF HOLDINGS LTD., THE
WORLD INTERNATIONAL (HOLDINGS) LTD.
OW S K SINO LAND CO, LTD.
SINO REALTY & ENTERPRISES LTD.

PAGE LOUIS HK-TVB LTD.

TELEVISION BROADCASTS LIMITED

PAIN JOHN H HK-TVB LTD.

TELEVISION BROADCASTS LIMITED

RICKETTS P J HUTCHISON WHAMPOA LTD.

CAVENDISH INTERNATIONAL HOLDINGS LTD.
HONGKONG ELECTRIC HOLDINGS LTD.
RIGGN A
CAVENDISH INTERNATIONAL HOLDINGS LTD.
HK-TVB LTD.
SHAW R R
SHAW BROTHERS (HONG KONG) LTD.
TELEVISION BROADCASTS LIMITED
CAVENDISH INTERNATIONAL HOLDINGS LTD.
SHEARRALPH
HONGKONG ELECTRIC HOLDINGS LTD.
HONGKONG ELECTRIC HOLDINGS LTD.
SHURNIAK W
HUTCHISON WHAMPOA LTD.
CAVENDISH INTERNATIONAL HOLDINGS LTD.
TIAN TECK LAND LTD.
SIN C C CHARLES
ASSOCIATED INTERNATIONAL HOTELS LTD.

STIRLING DAVID A HK-TVB LTD.

TELEVISION BROADCASTS LIMITED
HONG KONG AIRCRAFT ENGINEERING CO. LTD.
SUTCH P D A
SWIRE PACIFIC LTD.
CATHAY PAaFIC AIRWAYS LTD.
SWIRE PACIFIC LTD.
SWIRE ADRIAN
CATHAY PACIFIC AIRWAYS LTD.
SOUTH SEA TEXTILE M A N U F G CO., L T D
TANGCCJACK
TRISTATE HOLDINGS LTD.
CROCODILE GARMENTS LTD.
TSAO K N STANISLAUS
LAI SUN DEVELOPMENT CO. LTD.
LAI SUN GARMENT (INTERNATIONAL) LTD.
ASIA INSURANCE CO., LTD.
TSAO W K FRANK
 - 1 4 5 -

Director's Name Directorships

INTERNAL XMARITIMH CARRIERS (HOLDINGS)

TSOKS CAVENDISH INTERNATIONAL HOLDINGS LTD.
HONGKONG ELECTRIC HOLDINGS LTD.
W A NM Y HENDERSON INVESTMENT LTD.
HENDERSON L A N D DEVELOPMENT CO. LTD.
WATARI S B HARBOUR CENTRE DEVELOPMENT LTD.
WHARF HOLDINGS LTD., T H E
WONG C H HONGKONG ELECTRIC HOLDINGS LTD.
HUTCHISON WHAMPOA LTD.
CAVENDISH INTERNATIONAL HOLDINGS LTD.
WONG C P HWA K A Y THAI (HOLDINGS) LTD.
STELUX HOLDINGS LTD.
WONG C P ALEX CROCODILE GARMENTS LTD.
LAI SUN G A R M E N T (INTERNATIONAL) LTD.
WONG K H CROCODILE GARMENTS LTD.
LAI SUN DEVELOPMENT CO LTD.
LAI SUN G A R M E N T (INTERNATIONAL) LTD.
ASIA INSURANCE CO., LTD.

WONG K L ASIA INSURANCE CO., LTD.

SAFETY GODOWN CO. LTD.

W O N G M L MADELINE HKR PROPERTIES LTD.

HON K W O K L A N D INVESTMENT CO. LTD.
MINGLY CORPORATION LTD., T H E

W Y L L I EW R A WORMALD PACIFIC LTD.

ASIA SECURITIES INTERNATIONAL LTD.
R E G A L HOTELS (HOLDINGS) LTD.

Y E EE L Y HONGKONG ELECTRIC HOLDINGS LTD.

CAVENDISH INTERNATIONAL HOLDINGS LTD.

Y E U N G P L HOWARD MIRAMAR HOTEL & INVESTMENT CO., LTD.

NEW WORLD DEVELOPMENT CO.LTD.
A M O Y PROPERTIES LTD.
YINSS
G R A N D HOTEL HOLDINGS LTD.
HANG LUNG DEVELOPMENT CO, LTD.
NEW WORLD DEVELOPMENT CO. LTD.
YIU Y
N E W WORLD HOTELS (HOLDINGS) LTD.
CENTURY CITY HOLDINGS LTD.
Y U T K PETER
PALIBURG INVESTMENTS LTD.
REGAL HOTELS (HOLDINGS) LTD.
A M O Y PROPERTIES LTD.
Y U E N W L NELSON
G R A N D HOTEL HOLDINGS LTD.
HANG LUNG DEVELOPMENT CO. LTD.
HONG KONG CARPET (HOLDINGS) LTD.
Y U N G C K LINCOLN
N A N Y A N G COTTON MILL LTD.
HONG KONG CARPET (HOLDINGS) LTD.
YUNG H C
N A N Y A N G COTTON MILL LTD.
 APPENDIX E2

Directors with Independent or Partly Independent

Multiple Directorships
 - 1 4 7 -

Director's Name Directorships

ANNTK HK-TVB LTD.

HUTCHISON W H A M P O A LTD.
K O W L O O N MOTOR BUS CO. (1933) LTD. THE
S H A W BROTHERS (HONG KONG) LTD.
TELEVISION BROADCASTS LIMITED
WINSOR INDUSTRIAL CORPORATION LTD.
ARCULLI R J A M O Y PROPERTIES LTD.
HKR PROPERTIES LTD.
SINO L A N D CO. LTD.
S U N HUNG KAI & CO. LTD.
G R A N D HOTEL HOLDINGS LTD.

C H E N T T THOMAS A M O Y PROPERTIES LTD.

G R A N D HOTEL HOLDINGS LTD.
HANG LUNG DEVELOPMENT CO. LTD.
WING LUNG B A N K LTD.

CHENG Y T MELBOURNE ENTERPRISES LTD.

N E W WORLD DEVELOPMENT CO., LTD.
N E W WORLD HOTELS (HOLDINGS) LTD.
S H U N TAK ENTERPRISES CORPORATION LTD.
HANG SENG BANK LTD.

CHUNG S Y CHINA LIGHT & POWER CO., LTD.

HONG KONG TELECOMMUNICATIONS LTD.
WORLD INTERNATIONAL (HOLDINGS) LTD.

D U N N LYDIA CATHAY PACIFIC AIRWAYS LTD.

HONGKONG & SHANGHAI BANKING CORPORATION
SWIRE PACIFIC LTD.

F O K K N CANNING CAVENDISH INTERNATIONAL HOLDINGS LTD.

CHEUNG KONG (HOLDINGS) LTD.
HONGKONG ELECTRIC HOLDINGS LTD.
HUTCHISON WHAMPOA LTD.
KUMAGAI GUMI (HONG KONG) LTD.

F O R S G A T EH M G HARBOUR CENTRE DEVELOPMENT LTD.

JARDINE STRATEGIC HOLDINGS LTD.
SWIRE PACIFIC LTD.
FRAME F R
HONGKONG & SHANGHAI BANKING CORPORATION
S U N HUNG KAI & CO. LTD.
F U N GK B
TIAN A N CHINA INVESTMENTS CO. LTD.
HONGKONG FERRY (HOLDINGS) CO. LTD.
FUNG P F KENNETH
SING T A O LTD.
W O N G S INDUSTRIAL (HOLDINGS) LTD.
S U N HUNG KAI &. CO. LTD.
FUNG W C TONY
TELEVISION BROADCASTS U M I T E D
TIAN A N CHINA INVESTMENTS CO. LTD.
C A T H A Y PACIFIC AIRWAYS LTD.
GLEDHILL D A
SWIRE PACIFIC LTD.
HONGKONG & SHANGHAI BANKING CORPORATION
JOHNSON ELECTRIC HOLDINGS LTD.
G R E G O R Y T H O M A S JOHN
SHUI HING CO, LTD., THE
HONG KONG CARPET (HOLDINGS) LTD.
GRIMSDALE W T
N A N Y A N G COTTON MILL LTD.
W H A R F HOLDINGS LTD., T H E
CROSS-HARBOUR T U N N E L C O LTD., T H E
HIGGINSON G A
 - 1 4 8

Director's Name Directorships

WHARF HOLDINGS LTD., THE

HO GEORGE FURAMA HOTEL ENTERPRISES LTD.
HONGKONG LAND CO. LTD., THE
JARDINE MATHESON HOLDINGS LTD.
HOS FURAMA HOTEL ENTERPRISES LTD.
MIRAMAR HOTEL & INVESTMENT CO.LTD.
NEW WORLD DEVELOPMENT CO. LTD.
HANG SENG BANK LTD.
WING LUNG BANK LTD.
H O TIM FURAMA HOTEL ENTERPRISES LTD.
KING FOOK HOLDINGS LTD.
KUMAGAI GUMI (HONG KONG) LTD.
MIRAMAR HOTEL & INVESTMENT CO., LTD.
NEW WORLD DEVELOPMENT CO. LTD.
S U N HUNG KAI PROPERTIES LTD.

HU F K CROSS-HARBOUR TUNNEL CO., LTD., THE

HYSAN DEVELOPMENT CO., LTD.
REALTY DEVELOPMENT CORPORATION LTD.

HUI S F FURAMA HOTEL ENTERPRISES LTD.

HARBOUR CENTRE DEVELOPMENT LTD.
HONGKONG LAND CO. LTD., THE
HANG SENG BANK LTD.

KADOORIE HORACE CHINA LIGHT & POWER CO., LTD.

HONG KONG CARPET (HOLDINGS) LTD.
HONGKONG A N D SHANGHAI HOTELS, LTD. THE
HUTCHISON WHAMPOA LTD.

KADOORIE LORD CHINA LIGHT & POWER CO., LTD.

CROSS-HARBOUR TUNNEL CO., LTD., THE
HONG KONG CARPET (HOLDINGS) LTD.
N A N Y A N G COTTON MILL LTD.

KAN Y K HARBOUR CENTRE DEVELOPMENT LTD.

HONGKONG L A N D CO. LTD., THE
WHARF HOLDINGS LTD., THE

KOO C Y LYDIA CATHAY PACIFIC AIRWAYS LTD.

HSIN CHONG HOLDINGS (H.K.) LTD.
TAI CHEUNG PROPERTIES LTD.
KWOK C KARL
WING ON (HOLDINGS) LTD,, THE
WING O N CO LTD., THE

KWOK P L RAYMOND KOWLOON MOTOR BUS CO. (1933) LTD., THE

S U N HUNG KAI PROPERTIES LTD.
KOWLOON MOTOR B U S CO. (1933) LTD.THE
KWOK P S WALTER
S U N HUNG KAI PROPERTIES LTD.
H Y S A N DEVELOPMENT CO., LTD.
KWOK I S
KOWLOON MOTOR B U S CO. (1933) LTD THE
N E W WORLD DEVELOPMENT CO., LTD.
S U N HUNG KAI PROPERTIES LTD.
CHINA MOTOR BUS CO., LTD.
LAI S R J P C ALICE
KOWLOON MOTOR B U S CO. (1933) LTD., THE
HENDERSON L A N D DEVELOPMENT CO. LTD.
LAM K Y COLIN
HONG KONG A N D CHINA G A S CO. LTD THE
HONGKONG FERRY (HOLDINGS) CO, LTD.
HENDERSON INVESTMENT LTD.
 - 1 4 9 -

Director's Name Directorships

L A UC K ASIA INSURANCE CO., LTD.

HONGKONG FERRY (HOLDINGS) CO. LTD.
HANG SENG BANK LTD.
LEE H C CATHAY PACIFIC AIRWAYS LTO.
HONG KONG A N D CHINA GAS CO. LTD., THE
HYSAN DEVELOPMENT CO. LTD.
SIME DARBY HONG KONG LTD.
HONGKONG & SHANGHAI BANKING CORPORATION
HANG SENG BANK LTD.
LEEJS HK-TVB LTD.
SWIRE PACIFIC LTD.
TELEVISION BROADCASTS LIMITED
LEEMT REGAL HOTELS (HOLDINGS) LTD.
WORMALD PACIFIC LTD.
ALLIED OVERSEAS INVESTMENTS LTD.
LEEQ W FURAMA HOTEL ENTERPRISES LTD.
HYSAN DEVELOPMENT CO., LTD.
MIRAMAR HOTEL & INVESTMENT CO., LTD.
NEW WORLD DEVELOPMENT CO., LTD.
SHAW BROTHERS (HONG KONG) LTD.
HANG SENG BANK LTD.

LEES K HENDERSON INVESTMENT LTD.

HENDERSON LAND DEVELOPMENT CO. LTD.
HONG KONG A N D CHINA GAS CO. LTD., THE
HONGKONG FERRY (HOLDINGS) CO. LTD.
S U N HUNG KAI & CO. LTD.
S U N HUNG KAI PROPERTIES LTD.

L E E Y K CHARLES CHEUNG KONG (HOLDINGS) LTD.

ELEC & ELTEK COMPANY LTD.
FAR EAST CONSORTIUM LTD.
FAR EAST HOTELS & ENTERTAINMENT LTD.
HENDERSON LAND DEVELOPMENT CO. LTD.
HONGKONG ELECTRIC HOLDINGS LTD.
HUTCHISON WHAMPOA LTD.
KUMAGAI GUMI (HONG KONG) LTD.
S H U N HO INVESTMENTS (HOLDINGS) LTD.
TAI SHING DEVELOPMENT HOLDINGS LTD.
S U N HUNG KAI PROPERTIES LTD.
HOPEWELL HOLDINGS LTD.
CAVENDISH INTERNATIONAL HOLDINGS LTD.
L E O N G S W SYDNEY
HONGKONG ELECTRIC HOLDINGS LTD.
JARDINE STRATEGIC HOLDINGS LTD.
HENDERSON INVESTMENT LTD.
LEUNGH
HENDERSON L A N D DEVELOPMENT CO, LTD.
HONG KONG A N D CHINA GAS CO. LTD.THE
HONGKONG FERRY (HOLDINGS) CO. LTD.
S A N MIGUEL BREWERY LTD.
LIFS
HONG KONG A N D CHINA GAS CO. LTO THE
WHARF HOLDINGS LTD., THE
HONG KONG A N D CHINA GAS CO. LTD., THE
L I K P DAVID
HONG KONG TELECOMMUNICATIONS LTD.
HONGKONG A N D SHANGHAI HOTELS, LTD., THE


Director's Name Directorships

SIME D A R B Y HONG K O N G LTD.

LIKS C H E U N G K O N G (HOLDINGS) LTD.
HUTCHISON W H A M P O A LTD.
HONGKONG & SHANGHAI BANKING CORPORATION
LIU LIT M A N HONG K O N G A N D CHINA G A S CO. LTD., T H E
LIU C H O N G HING INVESTMENT LTD.
LIU LIT M O CHINA MOTOR BUS CO., LTD.
LIU C H O N G HING INVESTMENT LTD.
L O C P KEVIN G O L D PEAK INDUSTRIES (HOLDINGS) LTD.
H K - T V B LTD.
TELEVISION BROADCASTS U M E T E D
L O H S VINCENT G R E A T E A G L E CO. LTD., T H E
SHUI O N GROUP LTD.

LOTS CHINA LIGHT & POWER CO., LTD.

HENDERSON L A N D D E V E L O P M E N T CO. LTD.
SWIRE P A Q H C LTD.

MACCALLUM I R A HONG K O N G A N D CHINA GAS CO. LTD., T H E

H Y S A N D E V E L O P M E N T CO., LTD.

MACKAY C D HONGKONG & SHANGHAI BANKING CORPORATION

C H E U N G K O N G (HOLDINGS) LTD.

MARDENJL HONG K O N G AIRCRAFT ENGINEERING CO. LTD.

HONGKONG A N D SHANGHAI HOTELS, LTD., T H E

MCAULAY R J CHINA LIGHT & POWER CO., LTD.

HONGKONG A N D SHANGHAI HOTELS, LTD., T H E
HONG K O N G AIRCRAFT ENGINEERING CO. LTD.
MORRISON A G
MANDARIN ORIENTAL INTERNATIONAL LTD.
HONGKONG L A N D CO. LTD., T H E

N G C S ROBERT H O N G K O N G A N D SHANGHAI HOTELS, LTD., T H E

SINO L A N D CO. LTD.
SINO R E A L T Y & ENTERPRISES LTD.

N G P K PETER L A M SOON (HONG KONG) LTD.

LIU C H O N G HING INVESTMENT LTD.
WINSOR INDUSTRIAL CORPORATION LTD.
O'BRIEN T W
H A N G SENG B A N K LTD.
MANDARIN ORIENTAL INTERNATIONAL LTD.
RICH NIGEL M S
H O N G K O N G &. SHANGHAI BANKING CORPORATION
H O N G K O N G L A N D CO. LTD., T H E
JARDINE M A T H E S O N HOLDINGS LTD.
JARDINE STRATEGIC HOLDINGS LTD.
Z U N G F U CO. LTD.
H O N G K O N G A N D SHANGHAI HOTELS, LTD., T H E
RODRIGUES A L B E R T
JARDINE STRATEGIC HOLDINGS LTD.
L A P H E N G CO., LTD.
H O N G K O N G ELECTRIC HOLDINGS LTD.
SANDBERG MICHAEL
WINSOR INDUSTRIAL CORPORATION LTD.
H O N G K O N G ELECTRIC HOLDINGS LTD.
SELWAY-SWIFT P E
HUTCHISON W H A M P O A LTD.
C A T H A Y PACIFIC AIRWAYS LTD.
N O V E L ENTERPRISES LTD.
H A N G SENG B A N K LTD.
H A N G L U N G D E V E L O P M E N T CO. LTD.
SHEN H J
S H A W BROTHERS (HONG KONG) L T D .
 - 1 5 1 -

Director's Name Directorships

SIN wK KING FOOK HOLDINGS LTD.

MIRAMAR HOTEL & INVESTMENT CO., LTD.
NEW WORLD DEVELOPMENT CO., LTD.
NEW WORLD HOTELS (HOLDINGS) LTD.
SOY C JAMES CROSS-HARBOUR TUNNEL CO.LTD., THE
CHINA MOTOR B U S CO., LTD.
KOWLOON MOTOR BUS CO. (1933) LTD., THE
SOHMEN H HARBOUR CENTRE DEVELOPMENT LTD.
WHARF HOLDINGS LTD THE
WORLD INTERNATIONAL (HOLDINGS) LTD.
HONGKONG & SHANGHAI BANKING CORPORATION
LANE CRAWFORD HOLDINGS LTD.
STAUNTON H M V D E L A C Y CROSS-HARBOUR TUNNEL CO., LTD., THE
HSIN CHONG HOLDINGS (H.K.) LTD.
CAVENDISH INTERNATIONAL HOLDINGS LTD.
TUNG C H ORIENT OVERSEAS (HOLDINGS) LTD.
SING TAO LTD.
T U R N B U L L WILLIAM HONG KONG TELECOMMUNICATIONS LTD.
SHAW BROTHERS (HONG KONG) LTD.
VINE PETER A L CROSS-HARBOUR TUNNEL CO., LTD., THE
PAUL Y, HOLDINGS CO. LTD.
LIU CHONG HING INVESTMENT LTD.
HUTCHISON WHAMPOA LTD.
INTERN'L MARITIME CARRIERS (HOLDINGS)

W A N G C M MICHAEL HONG KONG CARPET (HOLDINGS) LTD.

NANYANG COTTON MILL LTD.
WANG Y C CHINA LIGHT & POWER CO., LTD.
HONG KONG CARPET (HOLDINGS) LTD.
NANYANG COTTON MILL LTD.

WOO K C PETER CROSS-HARBOUR TUNNEL CO., LTD., THE

HONGKONG REALTY A N D TRUST CO., LTD.
LANE CRAWFORD HOLDINGS LTD.
REALTY DEVELOPMENT CORPORATION LTD.
WHARF HOLDINGS LTD., THE
WORLD INTERNATIONAL (HOLDINGS) LTD.

WOO P S HENDERSON INVESTMENT LTD.

HENDERSON L A N D DEVELOPMENT CO. LTD.
TAI SHING DEVELOPMENT HOLDINGS LTD.
S U N HUNG KAI PROPERTIES LTD.
HONG KONG AIRCRAFT ENGINEERING CO. LTD.
W U S C ALEX
HONGKONG FERRY (HOLDINGS) CO. LTD.

Y E H M T GEOFFREY CHINA MOTOR BUS CO. LTD.

HSIN CHONG HOLDINGS (H.K.) LTD.
HYSAN DEVELOPMENT CO., LTD.
KADER INDUSTRIAL CO. LTD.
LEE HING DEVELOPMENT LTD.
FURAMA HOTEL ENTERPRISES LTD,
YOUNG B C ALBERT
KING FOOK HOLDINGS LTD.
MIRAMAR HOTEL & INVESTMENT CO., LTD.
NEW WORLD DEVELOPMENT CO., LTD.
NEW WORLD HOTELS (HOLDINGS) LTD.