Annual Report 2019

ANNUAL REPORT 2019 125 DIRECTORS’ REPORT CONFIRMATION OF INDEPENDENCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS The Company has received, from each of the Independent Non-executive Directors, an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the Independent Non-executive Directors are independent. CONNECTED TRANSACTION On 21 February 2019, the Company entered into reorganisation agreements, share subscription agreements and agreements between two new investors (the “New Investors”) in BC Group who, together, will subscribe for 25% of the shares in BC Group, as enlarged by the issue of such shares, for AUD15 million (equivalent to approximately HK$83.4 million). In connection with such reorganisation, the Company has procured the issue by BC Group of new shares to Mr. Cheong Thard HOONG (“Mr. HOONG”) and Mr. Craig Grenfell WILLIAMS (“Mr. WILLIAMS”), both are Executive Directors and therefore connected persons of the Company, with such shares representing 4.41% and 1.47% in BC Group. Following the share subscriptions by the New Investors, the Group’s, Mr. HOONG’s and Mr. WILLIAMS’s shareholding in BC Group will be diluted to 50.66%, 3.30% and 1.10% respectively. The remaining 19.94% in BC Group is held by the management team of BC Group. Mr. HOONG and Mr. WILLIAMS have been instrumental in the establishment of BC Securities’ business. In 2017, shortly after commencement of the business of BC Securities, the Company undertook to incentivize them with an economic interest in the business. The share issues by BC Group to Mr. HOONG and Mr. WILLIAMS referred to above are consistent with this commitment. For details, please refer to the announcement of the Company dated 21 February 2019. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES As at 31 March 2019, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept by the Company under Section 352 of SFO; or as otherwise notified to the Company and the Model Code were as follows: A. The Company A.1 Long position in the ordinary shares Name of Director Capacity Number of ordinary shares interested Approximate % of the Company’s issued share capital (iv) David CHIU Beneficial owner 18,047,617 0.76% Interest of spouse 585,322 (i) 0.02% Interest of controlled corporations 1,090,839,657 (i) 46.38% Cheong Thard HOONG Beneficial owner 13,234,771 0.56% Joint interest 464,754 (ii) 0.01% Dennis CHIU Beneficial owner 4,040 0.00% Interest of controlled corporations 5,754,094 (iii) 0.24%