Tuesday, August 20, 2019
Patriarchy In Twilight Saga English Literature Essay Its easy to observe the expansive reach of the Twilight saga. For starters, it is a cash-cow. To date, the four book series has sold approximately 85 million copies (Grossman) and has claimed the top four spots on USA Todays year-end bestseller list for the years 2008 and 2009 (Minzesheimer and DeBarros, Sellers;Twilight Sweeps). Twilight saga merchandise though sold in multiple retail outlets single-handedly brought retailer Hot Topic back from the depths of economic gloom and doom in 2008 (Odell).Ã Ã The film adaptation of Twilight grossed $380 million at the box office (more than 10 times what it cost to produce) before earning over $3 million in DVD sales on its first day of release (Armstrong) while New Moon performed even better earning more than $700 million worldwide before its DVD release in March 2010 (The Twilight Saga: New Moon). Beyond the economic impact, the series inspires Beatlemania-type fanaticism among its growing, primarily female, fan-base. Conduct a G oogle search for Twilight fansite, and youll get almost 1.2 million returns. Furthermore, a November 10, 2008 scheduled appearance in San Francisco by Robert Pattinson (the actor portraying Edward Cullen in the film adaptation of Twilight) was cancelled after he was swarmed by fans. The melee also resulted in a broken nose for one fan, while another lost consciousness (News from WENN). Pattinson made the following remarks about the impassioned Twilight fandom: People know my name, ambush me in public, try to figure out what hotel Im staying at, ask me to bite them and want to touch my hair. It feels surreal (Bell). These are but a few examples that demonstrate the massive impact the Twilight saga has on audiences. The widespread audience response might cause some to wonder just what it is about Twilight that appeals so much to fans. There are others, like myself, who have chosen to question the impact the Twilight narrative may have on readers specifically female readers perceptions of culture. While there are many aspects of the Twilight narrative being debated by fans and critics alike, themes of patriarchy and misogyny are of particular interest (Mann; Myers; McClimans and Wisnewski; Housel). The Twilight Saga is Just Entertainment, Right? Why Should We Care? Before we can enter into a proper analysis about the impact of patriarchal and misogynistic themes in Twilight, its first important to understand why wed want to analyze an artifact of popular culture at all. An older academic view situates popular texts like the Twilight saga as low art, or mass produced schlock meant to dupe unsophisticated audiences, like us, into passivity (Horkheimer and Adorno; Benjamin). Postmodern cultural studies scholars, however, see popular culture as an aspect of mass culture (Storey, Cultural Theory), or the values and ideas that members of a society form from common exposure to the same cultural activities, communications media, music and art, etc.Ã Thus, examining popular culture texts exposes how they are used assert social values upon others (Barthes). Female-targeted popular culture artifacts like the Twilight saga are sites that are especially worthy of examination since they place the female/feminine experience at the forefront of media criti que (McRobbie and McCabe; Modleski; Radway; Ang; Mellencamp). The central concern of feminist media analyses is to examine patriarchal ideology as it relates to power and agency in society (Baumgardner and Richards; Durham; Storey, An Introduction; van Zoonen). Analyzing texts through a feminist lens can serve as a means of exposing and critiquing patriarchy in popular media and, in the process, help to liberate audiences from traditional, stereotypical representations (Durham). It is also a way to understand the concept of gender as a social construction, and posits media texts as critical sites for the negotiation of gender roles. If we read the Twilight saga closely, we might conclude that it promotes what Cynthia Enloe calls a Culture of Imminent Danger, which she defines as a culture sustained by the classical patriarchal caveat that women are in the sort of danger from which only rational men can protect them (234). One way in which the Twilight saga reinforces a Culture of Imminent Danger is seen in the roles of the adult male and female characters in the series. For example, male characters are written into roles or occupations that reflect the role of protector. Charlie, Bellas father, is the police chief in Forks; Carlisle Cullen, Edwards father, is the most prominent doctor in town; and Billy Black, Jacobs father, is a Quileute tribe elder. Meanwhile, the female characters in Twilight, are symbolically annihilated that is they are largely trivialized and either symbolized as child-like adornments who need to be protected or they are dismissed to the protective confines of the home (Tuchman 8). The ro le of Bellas mother, Renee, is muted throughout the story we know only that she has decided to follow her new husband to spring training camp in Florida and that she is childlike and harebrained (Meyer, Twilight 4). Before Renee remarried, Bella saw herself as her mothers caretaker. Esme, Edwards mother is also superficially presented. As the matriarch of the Cullen clan, she is characterized only by her ability to love passionately and her strong mothering instincts (Meyer, Twilight 307, 368). Bella, too, has been seen by some as falling victim to symbolic annihilation. In the discussion topic Bella, is she a bad influence for teens? on the TwilightMoms.com fan site, for example, fans express concern that Bella is a weak character because she sees herself less beautiful than Edward, less intelligent, and clumsier than everyone else. Bella, because she is the weak and vulnerable one, is in constant need of care and protection she is dependent upon Edward for survival. Indeed, we see what happens to Bella when she is abandoned by the protective influence of Edward she becomes a lost moon (Meyer, New Moon, 201). Later, when Bella and Edward visit Renee in Eclipse, Renee remarks to Bella that her role in her relationship to Edward is that of a satellite, or something (Meyer, Eclipse, 68). A satellite can be understood as any object that moves around a larger object. The comparisons of Bella to a moon or other satellite are significant since they symbolically place Edward at the center and Bella in the periphery. This scenario illustrates Edwards role as the actor and Bellas role as the reactor in the Twilight saga. When Edward moves, so does Bella. When Edward leaves, Bella, too, checks out. Likewise, it implies that the orbiter is the least valuable one in the relationship. Take, for example, the Earths relationship to the Sun. The Earth as a support system for human life is important in its own right, but the Sun has far more importance. Without the Sun, the Earth is annihilated. Without Edward, Bella is annihilated. Because the symbolic annihilation of women in media fails to address the full range of womens real-life goals and potential, it plays an important role in establishing and normalizing ideology that helps those in power (read: men) stay in power. But, Bella exists in a world much different than ours. How much potential can we expect Bella to posses in a situation where she is forced to battle super-human forces? Meyer acknowledges this when responding to critics. She says: There are those who think Bella is a wuss. There are those who think my stories are misogynistic-the damsel in distress must be rescued by strong heroÃ ¢Ã¢â ¬Ã ¦ I am not anti-female, I am anti-human. I wrote this story from the perspective of a female human because that came most naturally, as you might imagine. But if the narrator had been a male human, it would not have changed the events. When a human being is totally surrounded by creatures with supernatural strength, speed, senses, and various other uncanny powers, he or she is not going to be able to hold his or her own. Sorry. Thats just the way it is. We cant all be slayers. Bella does pretty well I think, all things considered (Meyer, The Story). Im willing to buy Meyers explanation to an extent. But, just because the Twilight saga narrative is set against a backdrop of fantasy does not mean its capabilities for reinforcing the oppressive ideology that exists in our real-world go unrealized. For example, Bella only becomes strong by conforming to the masculine standard put forth by Edward (that is, by becoming a vampire). Of course, Edward cannot reverse himself to his human form, but when Bella changes for Edward, it legitimizes a longstanding cultural norm of women adjusting their desires to accommodate those of her male partner.Ã Ã As with the satellite analogy, this aspect of the Twilight saga highlights Edwards superiority over Bella. Edward Is The Worlds Best Predator, Isnt He? Everything About Him Invites You In. When readers buy a romance novel, they are being sold more than just the book. The ideology of romance exemplified by lessons of gender subjectivities and sexual difference in a patriarchal structure embedded in the patriarchal and misogynistic themes present in romance genre is also being sold (Brown; Cooper). The romance narrative of the Twilight saga teaches us that if social order is to be successful and maintained, then the most notable compromises will have to be made by women. This lesson establishes, then, that if women wish for patriarchy to be neutralized in society they will have to be the ones to do it. We see this perspective manifested in the online comments of several readers comments that largely are critical of Bella for failing to overcome the patriarchal constraints present in the Twilight saga (see for example beka; Jost; North; Seltzer; or any of the myriad of fan posts on TwilightMoms, Twilight Lexicon, and other fansites). However, men and women exist togeth er in society and, as such, any fair reading of the Twilight saga would also be looking at Edwards responsibility in perpetuating oppressive ideas about gender roles in human society. Perhaps the most profound way that Edward Cullen reinscribes an oppressive patriarchal ideology is that he demonstrates the classic signs of a batterer. Many readers might disagree with my assessment by pointing out that Edward is motivated by his intense desire to protect Bella and he only has her best interests in mind. The framing of Edwards actions as being in Bellas best interests is precisely what makes them so dangerous. This viewpoint normalizes and legitimizes masculine power over females for the reader. As for how Edward demonstrates signs of a batterer, one need only refer to the criteria established by nationally known domestic violence trainer and consultant Lydia Walker. As part of her Getting a Firm Foundation training, Walker has developed a list of seventeen behaviors seen in people who abuse their partners. Walker warns that if the person has several (three or more) of these behaviors, a strong potential exists for physical violence the more signs a person has, the more likely the person is a batterer. Edward exhibits at least seven of these behaviors (in varying degrees) at different points in the Twilight saga.Ã Ã These are: Jealousy Of course, the tension between Edward and Jacob is at the forefront of the story, but Edward expresses his displeasure in many of Bellas potential suitors, In Twilight, for example we are most acutely aware of his dislike for Mike Newton. Edward tells Bella that when Mike asked her to the school dance, he was surprised by the flare of resentment, almost fury that he felt (Meyer, Twilight 303). Edward is surprised by his feelings, remarking that jealousy is so much more powerful that I would have thought. And irrational! (304). Controlling behavior Walker defines controlling behavior as those actions that are attributed to a concern for a womans safety and well being. We see one example of Edwards controlling behavior in Twilight when he follows Bella and her friends to Port Angeles. Walker also warns that controlling behaviors are frequently manifested in the abusers lack of willingness to let a woman make personal decisions. We see Edwards controlling behavior reappear later in the same chapter when he tells Bella when she needs to eat (even when she insists that she isnt hungry), and again when Bella is recovering in the hospital in the last chapter Edward calls for the nurse to administer pain medication to Bella even though she is clear that she does not need them (Meyer, Twilight 477). In Eclipse, Edwards attempts to control Bella are particularly disturbing as he continuously attempts to prevent Bella from visiting Jacob. First, he disconnects the cables to her car battery. Later, he manipulates Al ice into participating in a kidnapping plot designed to keep Bella away from La Push. When he finally agrees to let her go, he does so only if he can take her there and pick her up himself. Perhaps the most appalling example, though, is in Breaking Dawn when Edward attempts to arrange for an abortion for Bella without any discussion from her or her permission. Quick involvement Most battered women dated or knew the abuser for less than six months (many for less than three months) before they were married, living together, or engaged. An abuser comes on like a whirlwind (Walker). Chapter one of Twilight tells the reader that Bella moves to Forks in January. It is not until March that Bella and Edward decide to become a couple (Twilight Chapter 10). By Prom in May, shes ready to give up her mortality for Edward (Twilight Epilogue). In fact, the entire story only spans two years. Unrealistic expectations Walker characterizes unrealistic expectations in terms of possessiveness and states that abusive people will expect their partner to meet all of their needs. At one point, Edward tells Bella that he is anxious Ã ¢Ã¢â ¬Ã ¦ to be away from [her], and that he gets distracted Ã ¢Ã¢â ¬Ã ¦ worrying about [her] (Meyer Twilight 188-9). Edward is relentless in keeping Bella close to him, unrealistically worried that some great harm will come to her. Edward tells Bella: You are my life now (314). Blames others for feelings The abuser will tell the woman you make me mad, youre hurting me by not doing what I tell you, I cant help being angry' (Walker).Ã The abuser is, of course, responsible for what he thinks and feels, but will use his feelings to manipulate his partner. One example of Edward acting in this way can be found in the meadow scene in Twilight. Prior to this point, Edward has made his desire for Bella known, but it is not until they are in the meadow that he drops his mask to show Bella the true extent of the danger he poses to her. Hes frenzied as he explains all the ways in which he could easily destroy her, and then blames Bella when he feels he has lost control (Meyer, Twilight 263-5). Later, when Bella and Edward kiss before meeting the rest of the Cullens for a game of baseball, he forcefully pulls himself off of her when he loses control and proclaims: Damn it, Bella! Ã ¢Ã¢â ¬Ã ¦ Youll be the death of me, I swear you will (363). Dr. Jekyll and Mr. Hyde Walker warns women to look out for sudden mood changes in which one minute the abuser is really nice and the next minute hes exploding.Ã She explains that explosiveness and moodiness are typical of people who abuse their partners since these behaviors can intimidate and frighten the victim and are reflections of the abusers use of threats and manipulation to establish and maintain power and control. The entire first part of Twilight (certainly until Bella is rescued in Port Angeles by Edward in Chapters eight and nine) is focused on Edwards odd behavior towards Bella that vacillates between amusement and pure contempt. At one point, his behavior causes Bella to say to Edward, I cant keep up with you, and question him as to whether he has a multiple personality disorder (Meyer, Twilight 84, 82). Even after Edward makes his true feelings for Bella known and while he continues to keep his emotions in-check around Bella, hes prone to the occasional swing. Any force during a conflict This may involve a batterer holding a woman down, physically restraining her from leaving a room, or pushing/shoving her (Walker). In Chapter five of Twilight, Bella faints during a blood-typing exercise in her Biology class. Edward convinces the school secretary to excuse them from class so that he can escort her safely home. Bella relents, happy to get out of class, but is fully intent on seeing herself home. When Bella moves to the drivers seat of her truck, Edward physically restrains her by pulling the back of her jacket, telling her, Where do you think youre going? (Meyer, Twilight 103). Later, Bella is restrained again, this time by Edwards brother Emmett (under Edwards direction) as they rush to flee James after the baseball game. While trying to decide how to counter James inevitable attack, Edward decides to take Bella away from Forks. When she protests, Edward orders Emmett to secure her by her wrists and forcibly strap her into the harness of the Jeep they are using to escape (381). Of course, not everyone will see it this way. Some will see Edward as he is presented as the ideal, romantic, doting boyfriend and rationalize that his actions are justified because they were enacted with Bellas best interests in mind and because Edward, as a vampire, has physical and mental capabilities that Bella, as a mortal, does not possess. But, we cannot let Edward off the hook just because he is a vampire and not a living, breathing person. While personhood is certainly linked to humanity, Nicolas Michaud suggests that one does not necessarily need to be human to be a person: Personhood should be granted to those who demonstrate certain qualities such as consciousness and self motivated activity; those who demonstrate certain capabilities such a practical reason and affiliation should also not be denied the ability to flourish if they so choose (45). Edwards respect for the human soul, his choice to drink animal blood instead of human blood, and his attempt to assimilate in to Forks society demonstrate his desire to pass and be accepted as a person and not a vampire. Therefore, if Edward wants to enjoy the benefits of personhood in our society, we have to demand of him the same standards that we would expect from any other male in it regardless of any supernatural power he may possess. There are those that will argue that even though Edward exhibits these tendencies, he does not cross the line to become a full-fledged physical abuser. However, while physical violence is one method by which men control women and maintain their supremacy, patriarchy does not need to be enforced by using violence alone. In this case, Edwards actions create an environment where Bella cannot love Edward without loathing herself. He demonstrates that, despite the claim to the contrary, he is actually very far from perfect. Yet, Bella still sees herself as subordinate to him. She consistently reminds the reader and herself that she is not good enough for Edward. Because the Bella/Edward relationship is presented as fated and Edwards actions are justified as being for the benefit of Bellas safety, we permit Bella to respond in ways that would concern us if we saw it manifested in others close to us. We condone her continued disregard for her own personal safety. We allow her to isolate h erself from her family and friends. We accept her explanations for her repeated injuries. Bella literally gives up her life for love. Edwards controlling behavior coupled with Bellas justification of it creates a situation in which the females subordination becomes not only acceptable to readers, but rational as well. Can Romance Narratives be Anything But Oppressive? The abuse narrative present in the Twilight saga becomes especially problematic when viewed with an understanding of the romance genre. Romance as a genre is frequently characterized by the quest for an ideal heterosexual love relationship between a strong, dashingly handsome, young man and a beautiful, vulnerable, self-sacrificing young woman (Burnett and Beto). These qualities of romance stories are at the forefront of the Twilight saga. While these aspects of romance can be read as contributing to the perpetuation of patriarchal ideas about gender roles, romance can also be interpreted as the ultimate feminist genre. Catherine Asaro reminds us that the plots of most romance stories are centered on the desires of the heroine; her values are given priority and she always ends up getting what she wants. Bella spends four books telling us, the readers, that she wants to achieve immortality as a vampire and spend eternity with Edward while still being able to keep her best friend and Edwards rival suitor Jacob around. Breaking Dawn sees Bella fighting for her right to bear a child. She ultimately achieves all of this. Asaro also asserts that romance novels are unique in that they adhere to the female gaze. Laura Mulveys concept of the male gaze rests in the assumption that the audience is forced to view the action and characters of a filmic text through the perspective of a heterosexual man. Examples of its manifestation in filmic texts are seen in camera shots focusing on the curves of the female body, cleavage, or other sexualized positioning of women. In romance novels, however, the male form is the one under the heaviest scrutiny its features extolled upon in great detail. In fact, the female heroine is frequently described with just enough detail to humanize her, while leaving enough information out of the picture so that the reader might insert herself into it. In Twilight, Bella frequently compares Edward to the mythical Greek god Adonis. Her description of his facial features is specific. We see Edward, through her eyes as perfect and angular with high cheekbones, a strong jawline, and a straight nose and full lips. His hair, which is always messy, is an unusual, eye-catching shade of bronze while his eyes are topaz. Bella, on the other hand, is described to the reader far more simply she has long brown hair and brown eyes. Texts presented through the female gaze are significant in two distinct ways. For one, that the heroine is presented as an everywoman can be seen as empowering to female readers who are often only presented with representations of female characters that fade into the background unless they have qualities deemed important' (Asaro). Readers are able to recognize aspects of themselves in the narrative. Also, it legitimizes female sexuality and debunks the myth that women dont notice men in that way. Physical attractiveness is just as important for females as it is for males. Female sexuality is further legitimized in romance in that the heroine is rarely punished for engaging in sexual acts and can frequently be seen as the initiator of such acts. In Twilight, it is Bella who is eager to consummate the relationship she has with Edward and Edward who is resistant to give in without being married. Still, there is plenty in the saga to support the charges that the Twilight narrative is potentially harmful. Even though Edward never crosses the line into domestic violence, his behavior is still troublesome since the heavy consumption of romance narratives can, over time, influence readers interpretations of appropriate behavior for men and women in romantic relationships. In The Killing Screens, George Gerbner discusses his cultivation theory, which was developed to help explain the cumulative and overarching impact repeated media exposure has on the way we see the world in which we live. It emphasizes the effects of media consumption on the attitudes rather than the behavior of audiences. In short, heavy exposure is seen as cultivating attitudes which are more consistent with the world of media than with the everyday world. Gerbner argues that media cultivates attitudes and values which are already present in a culture, normalizing and reinforcing more dominant values, while mak ing other, more underlying ideas more salient. In a society such as ours where masculine ideology is already privileged; where we already have historical struggles with creating safe, egalitarian spaces for women; and where we already struggle with violence and intimidation, Gerbners theory tells us that extended consumption of the over-representation of patriarchy in the Twilight saga can normalize and legitimize acts of oppression that we might witness or experience in our own lives. When abuse is made to be fun and entertaining, we run the risk rationalizing and justifying it and fail to see the tragedy in it when we come across it in our real lives. Viewing the Twilight saga through this lens moves the conversation from the question of, What are romance narratives like those in Twilight doing to women? to What are women doing with them? Romance has been, perhaps, one of the most denigrated popular culture genres (Asaro; Wethington; Holmes). Common complaints include the lack of diversity and scope of romance narratives (typically seen as a result of the demands of powerful commercial forces and publishers looking to quickly churn out formulaic narratives that have previously proven to be profitable); and the genres consistent reliance on conservatively rigid messages about race, gender and male-female relationships; and the objectification of human bodies in explicit, almost pornographic, sexual representations (Wethington). Not everyone buys into these criticisms. Feminist media scholar Janice Radway was one of the first to take seriously the pleasure that women readers consistently seem to find in romance. According to her inf luential text Reading the Romance, women use romance as a way to set up a quiet space for themselves. They not only vicariously enjoy status positions and spaces of nurturing through the books that they do not enjoy in the real world, but romance stories also provide a fictional space in which readers can rehearse and make sense of their individual identity and role in society (Radway; Burnett and Beto). The role romance plays in preparing individuals how to behave in their public lives is even greater for young readers than what it may be for adults. Girls will use romances as an alternative to a romantic relationship when one has not yet presented itself. Romance novels act as safe spaces to gain insight on how to meet boys, what kinds of things they might say to them, and what dating is like. For them, romance novels act as beginners manual for adolescence (Cherland and Edelsky; Christian-Smith; Willinsky and Hunniford) Audiences appear to carry the lessons and desires cultivated through repeated exposure to romance narratives in their youth with them throughout their lives. For example, a generation ago, at the height of the coming-of-age teen romance flick, there emerged two archetypes for the ideal boyfriend Jake Ryan and Lloyd Dobler. Jake Ryan, of course, was the cool, super-popular, super-rich, Porsche-driving, way-too-hot-to-be-in-high-school hunk who caught the Plain Jane Samantha Bakers eye in the film Sixteen Candles. Lloyd Dobler, on the other hand, was an unpretentious, earnest, boombox-hoisting everyman who was thoroughly devoted to the super-smart Diane Court in the film Say Anything. Its been more than 25 years since Sixteen Candles was in theaters and 20 years since Say Anything was released, yet women coming of age in the 1980s still find themselves longing for their Jake or their Lloyd but, not finding him. (Stuever, Real Men; Steuver, What I Did). There is evidence that the same desire audiences have for a relationship with Jake and Lloyd also exists for Edward Cullen, regardless of the age of the audience member. For example, on the discussion forum for the TwilightTeens.com fansite, for example, one can find a multitude of discussion threads in which young fans deliberate questions like On a scale of 1 to 10, how lucky is Bella Swan [to be with Edward Cullen]?; Could you see yourself dating a guy like Edward?; or What do you like about Edward? Additionally, Emily Reynolds interviews and surveys with female adult readers of the Twilight saga revealed that it was Bella with whom readers most frequently identified and whose behaviors they most saw in themselves, making it easy for the reader to slip into Bellas shoes. This identification most frequently manifests itself in a desire to be romantically linked with Edward. According to one of Reynolds participants: I would leave my husband for someone like that (30). The difference, of course, is that seeking out a Jake Ryan or a Lloyd Dobler though destined to end in disappointment is not likely to meet with a violent end, though seeking out an Edward Cullen might. Is it all bad? It is not my goal to vilify the Twilight saga. It is okay to enjoy things that are entertaining and fun, but we should not dupe ourselves into believing that our entertainment media does not also assist in formulating our ideas about our culture. Popular media help shape a worldview in audiences that re-inscribes dominant positions of power and authority (Althusser; Gitlin; Hall), which in Eurocentric cultures like ours is white, patriarchal capitalism (Fiske qtd. in Meyers 7). Patriarchy is the primary oppressor of females in a society (Firestone; Greer; Millett). Since patriarchy does not necessarily operate as an explicit, perceivable reality (meaning, we dont always recognize it when we see it), we must review the aspects of our culture pop culture included that perpetuate patriarchal ideology and cause it to be normalized. What are, in fact, dangerous ideas that devalue the female in society are too frequently seen as legitimate choices in the Twilight saga choices made in th e name of true love or in the face of supernatural forces. When presented through these lenses, Bella and Edwards relationship is seen as romantic and desirable when in any other world it would be destructive. We have to remember that patriarchy, while notable for marginalizing females, does not operate free from feminine influence (Enloe). Social systems are not made solely of men; women are also contributing members. As such, a patriarchal society relies on the participation of all members men and women to endure. Therefore, as destructive as Edward is in the Twilight narrative, the real danger exists when we fail to confront patriarchy and oppression when we encounter it. It is advantageous that Twilight appeals to readers across several generations because it can be used as a framework for encouraging discourse between adults and youth about how female oppression occurs in society. Only future analysis will tell if these conversations are happening. Lets hope that they are.
Monday, August 19, 2019
Making a new deal The politics of laborers have made them a vital and vibrant part of American history. One has only to study the underlying political causes of the first labor movements to understand why. Few will doubt that one of the most important parts of labor history occurred with the working-class experience in Chicago from the 1920s to the late 30s. During this era, many workers petitioned the government and employers for changes. Some groups of those workers were successful and others were not. Lizabeth Cohen, in Making a New Deal, takes a different approach from traditional labor historians. She examines the effects that ethnic workers had on the successes and failures of the earliest labor movements. Though striking workers were not endemic to Chicago, labor historians who begin their research in that city will be getting one national story (Cohen, 7). There are several reasons why Chicago is a logical beginning. In many ways, the nascent laborers of Chicago set the groundwork for the numerous benefits contemporary workers have. Earlier labor movements, like so much other history, were centered in Chicago (Cohen, 7). It just so happens that extraordinary political changes in labor took place during the interwar period, and Chicago was the largest industrial city in America then (Cohen, 7). Because Chicago was replete with ethnicity, it is also possible to conduct comparative labor studies. Finally, other than New York, no city had as many strikes as Chicago (Cohen, 12). By 1919, America had its first major strike in which four million peopleÃ¢â¬âor one in every fiveÃ¢â¬âAmericans participated (Cohen, 12). These workers sought to protect their jobs and to solidify their wartime wages. One tool for doing so, of course, was the strike. Another was organizing a political party. Although local, futile, and ephemeral, a new political party was formed with the sole purpose of incorporating change into the common laborerÃ¢â¬â¢s working environment. Its candidates had no success in local elections; the party foundered. In fact, the 1919 strike was deemed a failure on the whole (Cohen, 13). Reasons for the failure abound, such as the Ã¢â¬Å"Red Scare tactics of government, employer combativeness, and the AFLÃ¢â¬â¢s ambivalence about organizing non-craft workers into unionsÃ¢â¬ (Cohen, 13). In Chicago, there was one other significant reason why the labor movements th... ...ion leadership knew how to and did thwart the divide-and-conquer tactics of businesses. Legislation was more pro-worker, and striking became easier. Workers, no longer getting major benefits from their community, made greater demands from their employers in order to complement those benefits provided by the government. They were getting much of what they sought with relative ease after 1942. A legal pattern for addressing grievances had been set for the workers of today. Cohen adequately shows why ethnic workers should not be avoided in the study of labor history. She assiduously takes the workers of the 1920s and 30s out of their working environment and also examines them in a social setting. Using that method, Cohen proves that the ethnicity of certain workers is just as important as other traditional factors in studying labor history. Her work, consequently, will also be of significant use to political and social historians. While not an intention of Cohen, she shows that democracy was alive and well in a polyglot city. Lizabeth Cohen demonstrates in Making a New Deal that magnificant feats can be accomplished when ethnic prejudices are set aside and Americans come together.
Sunday, August 18, 2019
I grew up in a Waterford Michigan in a neighborhood called Waterford Meadows. The neighborhood consisted of middle-working class citizens, almost entirely Caucasian Americans, nuclear family households (domestic unit consisting of parents and their unmarried children), and the men were the breadwinners while the women homemakers. Today Waterford is a growing township; commercial buildings on every corner, new subdivisions, bigger roads, and high class dining restaurants. When I was a child, in the early eighties, Waterford was not as populated as it is today. Many who lived there where elderly people living in much older homes. Waterford doesn't have a down town area were people can take a Sunday stroll but it does have an abundance of beautiful lakes. Hence that's where the name comes from. With every road that's traveled there is a lake to be seen or one near by. Often the lakes are taken for granted by people who live here. We often forget there beauty and how rare it is to have so many surrounding us. Summers and winters tend to never be boring around Waterford. A trait that most of us who live here learn is how to swim at a young age. It is vary rare to find a person who doesn't know how to swim in Waterford. There are always lakes to ski on, jet ski, or tube in for some summer fun and always lakes to ice-skate on in the winter. Waterford's only other landmark would be the Waterford Wave Pool. This place is a big attraction in both the summertime and wintertime. People of all ages and from different areas come and join the fun at the Wave Pool. It is basically a small water theme park located in Waterford. In the summertime there is a gigantic pool where more then 200 people can swim in and every 10 minutes a bell rings and waves start to form. To the left of the big pool is a kiddies pool where the young ones swim. Towards the back are two gigantic water- slides. There are places to eat, a playground, and plenty of water to swim in. In the wintertime a gigantic toboggan run is made, its nickname is the "Fridge." There are also many Ice Skating rinks. It is a place to relax while having fun with family and friends during the changing of the seasons. A unique feature of Waterford is the fact that 4 townships neighbor it; West Bloomfield, White Lake, Walled Lake, and Union Lake.
Saturday, August 17, 2019
Contents Corporate Information Highlights and Financial Calendar ChairmanÃ¢â¬â¢s Statement Financial Review Pro? le of Directors Report of the Directors Corporate Governance Report Independent AuditorÃ¢â¬â¢s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Financial Statements Principal Subsidiaries Five-Year Group Financial Summary Investment Properties Held by the Group 2 4 6 12 15 18 33 41 43 44 45 47 48 49 51 131 134 136Corporate Information BOARD OF DIRECTORS Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To AUDIT COMMITTEE Peter Wan Kam To (Chairman) Ng Chi Keung Jos eph Chan Kai Nin Tony Tsoi Tong Hoo REMUNERATION COMMITTEE Joseph Chan Kai Nin (Chairman) Ng Chi Keung Peter Lau Kwok Kuen NOMINATION COMMITTEE Dennis Lo Hoi Yeung (Chairman) Peter Lau Kwok Kuen Peter Wan Kam To COMPANY SECRETARYMak Yee Mei AUDITOR KPMG SOLICITORS Mayer Brown JSM Reed Smith Richards Butler 2 FAIRWOOD HOLDINGS LIMITED PUBLIC RELATIONS CONSULTANT Strategic Financial Relations Limited Unit A, 29/F, Admiralty Centre 1 18 Harcourt Road, Hong Kong A PRINCIPAL BANKERS Standard Chartered Bank (Hong Kong) Limited The Bank of East Asia, Limited DBS Bank (Hong Kong) Limited The Hongkong and Shanghai Banking Corporation Limited The Bank of Tokyo-Mitsubishi UFJ, Limited Hang Seng Bank Limited Nanyang Commercial Bank, Limited Chong Hing Bank Limited Bank of China (Hong Kong) Limited UBS AG UFJ UBS AG REGISTERED OFFICECanonÃ¢â¬â¢s Court, 22 Victoria Street Hamilton HM12, Bermuda CanonÃ¢â¬â¢s Court, 22 Victoria Street Hamilton HM12, Bermuda HEAD OFFICE AND PRINCIPAL PLACE OF BU SINESS 2/F, TRP Commercial Centre 18 Tanner Road, North Point, Hong Kong PRINCIPAL REGISTRAR AND TRANSFER OFFICE HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HSBC Securities Services (Bermuda) Limited 6 Front Street, Hamilton HM11 Bermuda HONG KONG BRANCH REGISTRAR AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited Rooms 1712-6, 17/F, Hopewell Centre 183 QueenÃ¢â¬â¢s Road East, Hong Kong WEBSITE www. fairwood. om. hk www. fairwood. com. hk STOCK CODE 52 52 3 Highlights and Financial Calendar HIGHLIGHTS 18. 295 9. 8% 1. 306 5. 4% 38. 0 40. 0 39% 100. 0 72. 0 16. 659 1. 238 Turnover was HK$1,829. 5 million (2011: HK$1,665. 9 million), up 9. 8% Pro? t was HK$130. 6 million (2011: HK$123. 8 million), up 5. 4% Proposed final dividend of HK38. 0 cents per share and a special final dividend of HK40. 0 cents per share to commemorate the 40th anniversary, representing a total dividend per share for the year increased by 39% to HK100. 0 cents (2011: HK72. 0 cents) Gross pro? t margin was 13. 4% (2011: 14. 5%) 24. 6% 98. 5 Return on average equity1 was 24. 1% (2011: 24. 6%) Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents) The year 2012 marked the 40th anniversary of Fairwood, our efforts had been recognised and obtained a number of awards related to brand, service and human resources management during the year 1 Note 1: Return on average equity is de? ned as pro? t for the year attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year 3. 4% 1 14. 5% 24. 1% 104. 45 FINANCIAL CALENDAR Interim results announcement Paid date of the interim dividend Annual results announcement 29 November 2011 23 December 2011 27 June 2012 Closure of register of members Ã¢â¬â Annual general meeting Ã¢â¬â Proposed fina l and special final dividends 7 September 2012 to 11 September 2012 (both days inclusive) 18 September 2012 to 20 September 2012 (both days inclusive) 11 September 2012 On or before 3 October 2012 Annual general meeting Payable date of the final and special final dividends 4 FAIRWOOD HOLDINGS LIMITED TURNOVER (HK$Ã¢â¬â¢m)PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS (HK$Ã¢â¬â¢m) 2,100 1,800 6% GR CA 1,665 1,665. 9 1,665. 9 ,665 1,562. 3 ,56 160 1,829. 5 1,829. 5 ,829. 5 140 120 100 101. 0 101. 0 0 0 % R7 AG C 130. 6 123 8 123. 8 1,500 1,200 1,433. 5 1,465. 5 1,465. 5 , ,465 93. 3 80. 0 80 900 60 600 300 0 40 20 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 CAGR: Compound Annual Growth Rate BASIC EARNINGS PER SHARE (HK cents) NET ASSETS (HK$Ã¢â¬â¢m) 100 98. 55 104. 45 104. 45 500 467. 7 503. 7 80 79. 02 74. 21 450 412. 6 63. 56 400 370. 0 374. 9 60 350 40 300 20 250 0 2008 2009 2010 2011 2012 200 2008 2009 2010 011 2012 5 ChairmanÃ¢â¬â¢s Statement TO OUR SHAREHOLDERS On be half of the Board of Directors (the Ã¢â¬Å"BoardÃ¢â¬ ), I am pleased to present the annual results of Fairwood Holdings Limited (the Ã¢â¬Å"CompanyÃ¢â¬ ) and its subsidiaries (collectively referred to as the Ã¢â¬Å"GroupÃ¢â¬ ) for the year ended 31 March 2012. FINANCIAL RESULTS 9. 8% 16. 659 1. 306 5. 4% 1,350 1,560 8. 2% 1. 082 18. 295 13. 4% 14. 5% 1. 238 During the year under review, the Group recorded a turnover of HK$1,829. 5 million, up 9. 8% over the previous year (2011: HK$1,665. 9 million). Gross pro? t margin registered a slight decrease to 13. % (2011: 14. 5%). Pro? t attributable to equity shareholders was HK$130. 6 million (2011: HK$123. 8 million), representing a rise of 5. 4%. Excluding the compensation received for surrender of a tenancy lease of HK$13. 5 million and the gain of HK$15. 6 million on property disposal last year, pro? t from core operating activities registered a year-on-year increase of 8. 2% to HK$117. 1 million (2011: HK$108. 2 million). Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents). 1. 171 104. 45 98. 55 DIVIDENDS 38. 0 32. 0 12. 0 22. 0 20. 0 100. 0 72. 0 95% 8. 40. 0 The Board recommends to pay a ? nal dividend of HK38. 0 cents (2011: HK32. 0 cents) per share and a special ? nal dividend of HK40. 0 cents (2011: HK12. 0 cents) per share for the year ended 31 March 2012. Together with the interim dividend of HK22. 0 cents (2011: HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share paid during the year, the total dividend for the year ended 31 March 2012 amounts to HK100. 0 cents (2011: HK72. 0 cents) per share, representing a total distribution of approximately 95% of the GroupÃ¢â¬â¢s pro? t for the year.The proposed ? nal and special ? nal dividends will be paid on or before Wednesday, 3 October 2012 to shareholders whose names appear on the Register of Members of the Company at the close of business on Thursday, 20 September 2012. 6 FAIRWOOD HOLDINGS LIMITED BUSINESS REVIEW H ong Kong The Hong Kong market continued to deliver satisfactory results in the 2011/12 ? nancial year, with both turnover and same store sales achieving pleasing growth, contributed by our higher value innovative products, astute pricing strategy, and well-planned network expansion. The operating nvironment was challenging partially due to the minimum wage legislation coming into effect, along with a continuous rise of food costs and rental levels. However, we are delighted that we managed to overcome the hurdles and maintained a solid gross pro? t margin. Over the years, our visionary management team has evaluated a variety of means to improve competitiveness. The central food processing plant, the SAP Enterprise Resources Planning System, and the ? exible scheduling shift were measures that enabled us to stand out from our peers and sustain bottom-line growth despite changes in the market environment.Our central food processing plant in Tai Po is now in full operation, standardisi ng food quality and delivering an assured supply of safe, high-quality products at competitive prices. Through continuous efforts in improving ef? ciency and economies of scale, we have been able to lower both food and labour costs further. In addition to our core fast food business, we have developed more specialty restaurant brands targeting different consumer segments. Kenting Tea House, Buddies Cafe and Curry Factory have been in operation in the Hong Kong market.Our plan is to introduce these specialty restaurants to Mainland China when the business models are strengthened. SAP 7 ChairmanÃ¢â¬â¢s Statement 19. 1% Mainland China Fairwood has adopted an expansion strategy in Mainland China during the year. Recognised for our quality, our stores are highly popular among the locals, and we have also extended our network of restaurants to major northern cities such as Beijing and Tianjin. Over the years, we have made headway in understanding the market by conducting market research which has enabled us to successfully capture local consumersÃ¢â¬â¢ palates and preferences.The results of our efforts have been positive with an excellent sales growth of 19. 1% recorded for the past year. We will continue to expand our business and to strengthen the pillars of our brand in Mainland China. Network During the year under review, the Group opened 10 new fast food stores including 6 in Hong Kong and 4 in Mainland China. As at 31 March 2012, the Group has a total of 108 stores in operation in Hong Kong, including 101 fast food stores, 2 Buddies Cafes and 5 specialty restaurants.In Mainland China, the Group operates 19 fast food stores. Corporate Recognition We believe that people and customers should always come ? rst, and thus have continuously strived to satisfy the needs of customers through the quality of both the food and the dining experience to deliver the pledge of our brand. The management is delighted to see its efforts acknowledged by the business community through various accolades received during the year. The Group has been honoured with awards in three main sectors Ã¢â¬â Brand, Service, and Human Resources Management.Our efforts have been recognised in the brand-related awards that we have garnered as follows during the year: 8 FAIRWOOD HOLDINGS LIMITED Ã¢â¬â 2011 Ã¢â¬â Ã¢â¬Å"Hong Kong Top Service Brand Awards 2011Ã¢â¬ by The Chinese ManufacturersÃ¢â¬â¢ Association of Hong Kong and Hong Kong Brand Development Council Ã¢â¬Å"Hong Kong Proud Brands AwardÃ¢â¬ by The Chinese University of Hong Kong and Ming Pao Newspapers Limited Excellent service can enhance customer loyalty through offering a comfortable and enjoyable dining experience.Our commitment has been rewarded by the following service-related awards we received during the year: 2011 Ã¢â¬â Ã¢â¬Å"2011 Hong Kong Awards for Industries: Customer Service Grand AwardÃ¢â¬ by the Hong Kong Retail Management Association Ã¢â¬Å"Service & Courtesy AwardÃ¢â¬ b y the Hong Kong Retail Management Association Ã¢â¬Å"Customer Service Excellence AwardÃ¢â¬ by the Hong Kong Association for Customer Service Excellence Ã¢â¬Å"Hong Kong International Airport Customer Service Excellence Programme: Team Award and Individual AwardÃ¢â¬ by The Airport Authority Hong Kong Ã¢â¬Å"2011 Total QualityService Regime: Quality Service Award in the General Retail Ã¢â¬â Food and Beverage (Self-serve) CategoryÃ¢â¬ by MTR Corporation Ã¢â¬â Ã¢â¬â Ã¢â¬â 2011 Ã¢â¬â By adhering to our motto: Ã¢â¬Å"Enjoy Great Food, Live a Great LifeÃ¢â¬ , we care for our employees as well as our customers.We are pleased that our efforts in implementing family-friendly employment policies and practices within and beyond the working environment have been acknowledged in the following citations and awards: 2011 ERB Ã¢â¬â Ã¢â¬â Ã¢â¬â Ã¢â¬Å"2011 Distinguished Family-Friendly EmployerÃ¢â¬ by the Family Council Ã¢â¬Å"ERB Manpower Development Scheme Awar dÃ¢â¬ by the Employees Retraining Board Ã¢â¬Å"Catering Industry Safety AwardsÃ¢â¬ by the Labour Department and Occupational Safety & Health Council 9 ChairmanÃ¢â¬â¢s Statement PROSPECTS , , , , , As we embark on our 40th year of operation, we will continue to step up our efforts in gaining insights into consumer preferences while closely monitoring the market situation in Hong Kong and Mainland China so that we could align our strategies to achieve the optimal performance. We are optimistic that we can advance our business forward in this year of historical significance for the Group. At the same time, we will remain committed to our stakeholders and the community. In particular, we will further strengthen our relationships with our consumers, suppliers, employees and shareholders.Our efforts have earned us continuous support from customers over the course of four decades. Our first priority has always been to deliver a consistently excellent dining experience by pro viding quality food and service at an affordable price. Innovative delicious products, exciting marketing promotions and creative advertising campaigns are also planned for the coming year to attract more customers. Underpinning all of our efforts is our unwavering commitment to soliciting our customersÃ¢â¬â¢ opinions and endeavouring our best to improve our menu and products to meet their preference and maintain their loyalty.At Fairwood, our suppliers are important to our success and we treat them as our long term partners. We will continue to adopt a global procurement strategy to source authentic and quality raw materials and to proactively control food costs. Furthermore, it is highly essential for us to maintain good relationships while closely monitoring both our new and existing vendors to ensure an uninterrupted supply of tasty food that our customers have come to expect. , ?, , ,? , ,? ?, , , , , ,? , , , 10 FAIRWOOD HOLDINGS LIMITED One of the most impor tant factors behind our success is our highly experienced and loyal employees. Our employees are treated as members of a big family; their job satisfaction is thus one of our key concerns. Towards this end, the management encourages work-life balance by introducing internal and external activities for colleaguesÃ¢â¬â¢ bene? and enjoyment. Moreover, we continue to provide comprehensive on-the-job training and reward our top performing employees accordingly. Last but not least, we believe ongoing communication and operational transparency are the keys to sustaining our relationship with our shareholders. As always, we will pay attention to our shareholdersÃ¢â¬â¢ advice, strengthen our business model, improve our competitiveness, and achieve satisfactory returns in appreciation of their loyalty and support. APPRECIATIONStepping into FairwoodÃ¢â¬â¢s 40th anniversary, I would like to once again express my deepest appreciation to our dedicated staff and management team. It has not b een easy tackling the various challenges over the years, yet hand-in-hand we have managed to weather through good and bad times. I also wish to extend my gratitude to our customers, fellow directors, business partners and shareholders, for their valuable contributions and support down through the years. I am proud to be part of the Fairwood family, and we look forward to celebrating more decades of success together.Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 11 Financial Review Liquidity and Financial Resources 8. 068 8,400 3. 559 3. 346 2. 506 1. 5 5. 037 4. 677 The Group ? nances its business with internally generated cash ? ows and available banking facilities. At 31 March 2012, the Group had bank deposits and cash amounting to HK$265. 3 million (2011: HK$253. 7 million), representing an increase of 4. 6% from 2011. Most bank deposits and cash were denominated in Hong Kong dollars, United States dollars and Renminbi. At 31 March 2012, the Group had total bank l oans of HK$31. million denominated in Hong Kong dollars (2011: HK$41. 9 million denominated in Hong Kong dollars and Renminbi). All of the GroupÃ¢â¬â¢s bank borrowings were subject to the ? oating rate basis and the maturity of borrowings are up to 2019. The unutilised banking facilities were HK$271. 1 million (2011: HK$270. 6 million). The gearing ratio of the Group dropped to 6. 2% (2011: 9. 0%), which was calculated based on the total bank loans over total equity. 1. 3 2. 444 7. 809 1. 115 At 31 March 2012, the Group had total assets of HK$806. 8 million (2011: HK$780. 9 million).The GroupÃ¢â¬â¢s working capital was HK$111. 5 million (2011: HK$84. 0 million), represented by total current assets of HK$355. 9 million (2011: HK$334. 6 million) against total current liabilities of HK$244. 4 million (2011: HK$250. 6 million). Current ratio, being the proportion of total current assets against total current liabilities, was 1. 5 (2011: 1. 3). Total equity was HK$503. 7 million (201 1: HK$467. 7 million). 2. 653 4. 6% 2. 537 3,100 4,190 2. 711 9. 0% 2. 706 6. 2% Pro? tability 24. 1% 24. 6% Return on average equity was 24. 1% (2011: 24. 6%), being pro? s attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year. 12 FAIRWOOD HOLDINGS LIMITED Capital Expenditure 6,840 6,650 During the year, the capital expenditure was approximately HK$68. 4 million (2011: HK$66. 5 million) and these amounts were mainly used for new and existing shops renovation. Financial Risk Management The GroupÃ¢â¬â¢s receipts and expenditures were mainly denominated in Hong Kong dollars and Renminbi.The impact of the ? uctuation in exchange rate is immaterial to the GroupÃ¢â¬â¢s ? nancial position. The Group is exposed to foreign currency risk primarily through cash at bank that are denominated i n a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily United States dollars and Renminbi. As United States dollar is pegged to Hong Kong dollar, the Group does not expect any signi? cant movements in the United States dollar/Hong Kong dollar exchange rate.The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short term imbalances. For the purpose of offsetting the exposure of the interest rate ? uctuation, the Group had entered certain forward interest rate swaps with ? nancial institutions. The swaps were arranged to match the maturity of the repayment schedule of certain bank loans with the maturity over the next 4. 5 years and had the ? xed swap rates ranging from 2. 63% to 2. 74%. 4. 5 2. 74% 2. 63% Charges on GroupÃ¢â¬â¢s AssetsAt 31 March 2012, the net book value of properties pledged as secu rity for banking facilities granted to certain subsidiaries of the Group amounted to HK$48. 3 million (2011: HK$48. 3 million) and no bank deposits and cash was used to pledge any loans or banking facilities. 4,830 4,830 Commitments 4,570 4,140 2,020 2,370 The GroupÃ¢â¬â¢s capital commitments outstanding at 31 March 2012 were HK$45. 7 million (2011: HK$41. 4 million). Included in capital commitment outstanding at 31 March 2012 was an amount of HK$20. 2 million (2011: HK$23. 7 million) for the future development of the central food processing plant.In addition, the Group had other outstanding commitments of HK$0. 9 million at 31 March 2012 (2011: HK$8. 6 million) in respect of the contracting fee for operation of a fast food restaurant not provided for in the ? nancial statements. 90 860 13 Financial Review Contingent Liabilities At 31 March 2012, guarantees are given to banks by the Company in respect of mortgage loans and other banking facilities extended to certain wholly-owned subsidiaries. As at the end of the reporting period, the Directors do not consider it probable that a claim will be made against the Company under the guarantee arrangements.The maximum liability of the Company at the end of the reporting period under the guarantee is the amount of the facilities drawn down by all the subsidiaries that are covered by the guarantees, being HK$77. 6 million (2011: HK$84. 0 million). The Company has not recognised any deferred income in respect of the guarantee as its fair value cannot be reliably measured and there is no transaction price. 7,760 8,400 Employee Information 4,600 4. 434 4,600 5. 061 At 31 March 2012, the total number of employees of the Group was approximately 4,600 (2011: 4,600).Staff costs for the year were approximately HK$506. 1 million (2011: HK$443. 4 million). EmployeesÃ¢â¬â¢ remuneration is commensurate with their job nature, quali? cations and experience. Salaries and wages are normally reviewed annually based on performance appraisals and other relevant factors. The Group continues to offer competitive remuneration packages, share options and bonus to eligible staff, based on the performance of the Group and the individual employees. Also, the Group has committed to provide related training programme to improve the quality, competence and skills of all staff. 14FAIRWOOD HOLDINGS LIMITED Pro? le of Directors Executive Directors ^ Neblett Investments Limited XV Mr Dennis Lo Hoi Yeung^, aged 60, is the Executive Chairman of the Company. He graduated from the Parsons School of Design with a Bachelor Degree in Fine Arts and also attended a course on food and beverage management at New York University. After completion of his studies in the U. S. A. in 1977, Mr Lo returned to Hong Kong and obtained a Master Degree in Business Administration. In 1981, Mr Lo joined Fairwood Fast Food Limited. In 1991, he played a major role in the listing of the Company.Mr Lo was the Managing Director of the Company from 1991 to 1999. He was appointed the Chairman and Chief Executive of the Company in January 2000. On 1 January 2009, Mr Lo relinquished his role as Chief Executive but remained as the Executive Chairman of the Company. He is also a director of various subsidiaries of the Company. Mr Lo is a director of Neblett Investments Limited which has discloseable interests in the shares of the Company under the provisions of Part XV of the Securities and Futures Ordinance. Mr Chan Chee Shing, aged 58, is the Chief Executive Of? er of the Company. He received a Bachelor of Arts Degree in Economics from the University of Manitoba, Canada in 1977 and a Master of Business Administration Degree from the University of East Asia, Macau in 1987. Mr Chan has over 30 yearsÃ¢â¬â¢ experience in marketing. Prior to joining the Group, he worked as a senior executive for a restaurant group which is listed on The Stock Exchange of Hong Kong Limited (the Ã¢â¬Å"Stock ExchangeÃ¢â¬ ). Mr Chan joined the Group in 19 95. He was appointed a Director of the Company in January 1998 and was appointed Chief Executive Of? er of the Company on 1 January 2009. Mr Chan is also a director of various subsidiaries of the Company. Ms Mak Yee Mei, aged 45, is the Executive Director of the Company. She holds a Bachelor of Science Degree in Economics, a Master of Science Degree in Finance and a Master Degree in Business Administration. She is an Associate Member of the Institute of Chartered Accountants in England and Wales and the Chartered Institute of Management Accountants as well as a Fellow Member of the Association of Chartered Certi? ed Accountants and the Hong Kong Institute of Certi? d Public Accountants. Ms Mak has extensive experience in auditing, accounting and ? nancial management. Prior to joining the Company, she had held senior management positions in several companies the securities of which are listed on the Stock Exchange. Ms Mak joined the Company in 2004 and was appointed Executive Directo r, Company Secretary and Authorized Representative of the Company on 1 January 2010. She is also a director of various subsidiaries of the Company. 15 Pro? le of Directors Non-executive Director *# Mr Ng Chi Keung*#, aged 63, is the Non-executive Director of the Company.He holds a Master Degree in Business Administration. He is an Associate Member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of Certi? ed Public Accountants and the Chartered Institute of Management Accountants. Mr Ng has over 30 yearsÃ¢â¬â¢ experience in ? nance and management. Prior to joining the Group, he held senior management positions with a number of well-known local and overseas multinational companies. Mr Ng joined the Group in 1994 and was appointed a Director of the Company in November 1995.He was re-designated as a Non-executive Director of the Company from 1 January 2010 following his retirement from the Group. At the same time, Mr Ng was also appointed as a m ember of the Audit Committee and remains as a member of the Remuneration Committee of the Company. Mr Ng is an Independent Nonexecutive Director of Soundwill Holdings Limited which is listed on the main board of the Stock Exchange. Independent Non-executive Directors *# Mr Joseph Chan Kai Nin*#, aged 64, was appointed an Independent Non-executive Director in 1991.He graduated from The University of Hong Kong, the University of Strathclyde and The Chinese University of Hong Kong. He holds a Bachelor of Arts Degree, a Diploma in Social Work, a Master of Business Administration Degree and a Master of Education Degree. He is a Fellow Member of the Institute of Human Resources Management. Mr Chan has over 30 yearsÃ¢â¬â¢ experience in human resources development in public, commercial and educational sectors. He is currently Director of the Student Development Services, City University of Hong Kong.Dr Peter Lau Kwok Kuen#^, aged 59, was appointed an Independent Non-executive Director in September 2000. He holds a Doctorate Degree in Business Administration from The Hong Kong Polytechnic University, an MBA Degree from the University of Calgary in Canada and a Master of Buddhist Studies from The University of Hong Kong. He is a member of The Canadian Institute of Chartered Accountants and the Society of Certi? ed Management Accountants of Canada. Dr Lau had over 12 years of management and accounting experience in the private and public sectors in Canada prior to returning to Hong Kong in 1987.Dr Lau is currently the Chairman and Chief Executive of Giordano International Limited and was an Independent Non-executive Director of Hsin Chong Construction Group Limited from 2002 to 2010, both of which are listed on the main board of the Stock Exchange. He also serves as an ex-of? cio member of the Faculty Advisory Committee of the Faculty of Business at The Hong Kong Polytechnic University as well as Adjunct Professor of Marketing at City University of Hong Kong. #^ 16 FAI RWOOD HOLDINGS LIMITED * Data Modul AG Mr Tony Tsoi Tong Hoo*, aged 47, was appointed an Independent Non-executive Director in November 2008.He graduated from the University of Western Ontario, Canada with an Honours Degree in Business Administration in 1986. Mr Tsoi is an Executive Director and the Chief Executive Of? cer of Varitronix International Limited, an Executive Director of ReOrient Group Limited, a Nonexecutive Director of China WindPower Group Limited and Zhidao International (Holdings) Limited (formerly known as Ã¢â¬Å"Ocean Grand Holdings LimitedÃ¢â¬ ), all of which are listed on the main board of the Stock Exchange. He is also the Deputy Chairman of the supervisory board of Data Modul AG, which is listed on the Frankfurt Stock Exchange.Mr Peter Wan Kam To*^, aged 59, was appointed an Independent Non-executive Director of the Company and the Chairman of the CompanyÃ¢â¬â¢s Audit Committee in September 2009. He is a Fellow Member of Hong Kong Institute of Certi? ed P ublic Accountants and the Association of Chartered Certi? ed Accountants. Mr Wan was a former partner of PricewaterhouseCoopers Hong Kong and China ? rm. He has been a practicing accountant in Hong Kong for over 30 years and has extensive experience in auditing, ? nance, advisory and management.Mr Wan is currently an Independent Director of Mindray Medical International Limited (a company listed on the New York Stock Exchange, USA) and RDA Microelectronics, Inc. (a company listed on the NASDAQ). Mr Wan is also an Independent Non-executive Director of several companies listed on the Stock Exchange, namely China Resources Land Limited, Dalian Port (PDA) Company Limited, GreaterChina Professional Services Limited and Huaneng Renewables Corporation Limited. He was formerly an Independent Non-executive Director of Real Gold Mining Limited, which is listed on the main board of the Stock Exchange. # ^ *^ * # ^ Member of the Audit Committee Member of the Remuneration Committee Member of the Nomination Committee 17 Report of the Directors The Board of Directors (the Ã¢â¬Å"BoardÃ¢â¬ ) of Fairwood Holdings Limited (the Ã¢â¬Å"CompanyÃ¢â¬ ) has pleasure in submitting their annual report together with the audited ? nancial statements of the Company and its subsidiaries (collectively referred to as the Ã¢â¬Å"GroupÃ¢â¬ ) for the year ended 31 March 2012. Principal Place of Business CanonÃ¢â¬â¢s Court, 22 Victoria Street, Hamilton HM12, Bermuda The Company is incorporated in Bermuda. Its registered of? e is situated at CanonÃ¢â¬â¢s Court, 22 Victoria Street, Hamilton HM12, Bermuda and principal place of business is situated at 2/F, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong. Principal Activities The principal activity of the Company is investment holding. The Group is principally engaged in the operation of fast food restaurants and property investments. The principal activities and other particulars of the principal subsidiaries are set out on pages 131 to 133 to the ? nancial statements. The analysis of the principal activities and geographical locations of the operations of the Group during the ? ancial year are set out in note 3(b) to the ? nancial statements. 131 133 3(b) Major Customers and Suppliers For the year ended 31 March 2012, the aggregate amount of turnover and purchases attributable to the GroupÃ¢â¬â¢s ? ve largest customers and suppliers represent less than 30% (2011: less than 30%) of the GroupÃ¢â¬â¢s total turnover and purchases respectively. 30% 30% Financial Statements The pro? t of the Group for the year ended 31 March 2012 and the state of the CompanyÃ¢â¬â¢s and the GroupÃ¢â¬â¢s affairs as at that date are set out in the ? nancial statements on pages 43 to 133. 43 33 Transfer to Reserves 130,567,000 123,842,000 Pro? t attributable to equity shareholders, before dividends, of HK$130,567,000 (2011: HK$123,842,000) has been transferred to reserves. Other movements in reserves are set out in the consolidated statement of changes in equity. An interim dividend of HK22. 0 cents (2011: an interim dividend of HK20. 0 cents and a special interim dividend of HK8. 0 cents) per share was paid on 23 December 2011. The Board now recommends the payment of a ? nal dividend of HK38. 0 cents and a special ? nal dividend of HK40. 0 cents (2011: a ? al dividend of HK32. 0 cents and a special ? nal dividend of HK12. 0 cents) per share in respect of the year ended 31 March 2012. 22. 0 20. 0 38. 0 40. 0 32. 0 12. 0 8. 0 18 FAIRWOOD HOLDINGS LIMITED Charitable Donations 8,000 66,000 Charitable donations made by the Group during the year amounted to HK$8,000 (2011: HK$66,000). Fixed Assets 11 Movements in ? xed assets during the year are set out in note 11 to the ? nancial statements. Share Capital During the year, the Company purchased shares of the Company on The Stock Exchange of Hong Kong Limited (the Ã¢â¬Å"Stock ExchangeÃ¢â¬ ).Shares were repurchased during the year to reduce the diluti ve effect of granting share options. Details of movements in share capital of the Company during the year are set out in note 24(d) to the ? nancial statements. 24(d)(ii) Save as set out in note 24(d)(ii) to the ? nancial statements, there were no other purchases, sales or redemptions of the CompanyÃ¢â¬â¢s listed securities by the Company or any of its subsidiaries during the year. 24(d) Directors The Directors of the Company (the Ã¢â¬Å"DirectorsÃ¢â¬ ) during the ? nancial year and up to the date of this report were:Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 109 189(viii) In accordance with Bye-laws 109 and 189(viii) of the Company, Mr Tony Tsoi Tong Hoo and Mr Peter Wan Kam To shall retire by rotation at the forthcoming annual general meeting and Mr Tony Tsoi T ong Hoo and Mr Peter Wan Kam To, being eligible, will offer themselves for re-election at the forthcoming annual general eeting. Independent Non-executive Directors are appointed for a ? xed term of three years and are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws of the Company. 19 Report of the DirectorsDirectorsÃ¢â¬â¢ and Chief ExecutivesÃ¢â¬â¢ Interests and Short Positions in Shares, Underlying Shares and Debentures 352 As at 31 March 2012, the interests or short positions of the Directors and chief executives of the Company and their associates in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the Ã¢â¬Å"SFOÃ¢â¬ )) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise noti? d to the Company and the Stock Exchange purs uant to the Model Code for Securities Transactions by Directors of Listed Issuers (the Ã¢â¬Å"Model CodeÃ¢â¬ ) were as follows: XV (a) (a) Interests in the Company 1 Ordinary shares of HK$1 each Number of underlying shares pursuant Personal interests Dennis Lo Hoi Yeung 109,000 Family interests Ã¢â¬â Corporate interests Ã¢â¬â Other interests 55,435,384 1 (Note 1) Chan Chee Shing Mak Yee Mei 15,000 680,000 Ã¢â¬â Ã¢â¬â Ã¢â¬â Ã¢â¬â Ã¢â¬â Ã¢â¬â 1,000,000 320,000 1,015,000 1,000,000 0. 2% 0. 80% to Share Options Ã¢â¬â Total 55,544,384 Percentage of total issued shares 44. 61% 1 Limited Limited Neblett Investments Neblett CFJ Holdings CFJ Neblett CFJ Note 1: These shares were held by Neblett Investments Limited (Ã¢â¬Å"NeblettÃ¢â¬ ) and CFJ Holdings Limited (Ã¢â¬Å"CFJÃ¢â¬ ). The companies are bene? cially owned by two separate trusts of which Mr Dennis Lo Hoi Yeung is a discretionary object.Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trusts a s a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Neblett and CFJ. 20 FAIRWOOD HOLDINGS LIMITED DirectorsÃ¢â¬â¢ and Chief ExecutivesÃ¢â¬â¢ Interests and Short Positions in Shares, Underlying Shares and Debentures (continued) (b) (b) Interests in Fairwood Fast Food Limited (Ã¢â¬Å"FFFLÃ¢â¬ ) 10 Non-voting deferred shares of HK$10 each Personal interests Dennis Lo Hoi Yeung 11,500 Family interests Ã¢â¬â Corporate interests Ã¢â¬âOther interests 279,357 2 (Note 2) Total 290,857 2: Limited Pengto International Pengto Pengto Note 2: These shares were held by Pengto International Limited (Ã¢â¬Å"PengtoÃ¢â¬ ), a company bene? cially owned by a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object. Mr Dennis Lo Hoi Yeung, by virtue of his interest in the trust as a discretionary object and as the Executive Chairman of the Company, was deemed to be interested in the shares held by Pengto. All the in terests stated above represent long positions.Apart from the foregoing and those disclosed under the section Ã¢â¬Å"Share Option SchemeÃ¢â¬ below, as at 31 March 2012, none of the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age had any other interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which had been entered in the register kept by the Company pursuant to Section 352 of the SFO or as otherwise noti? d to the Company and the Stock Exchange pursuant to the Model Code. Details of DirectorsÃ¢â¬â¢ and chief executivesÃ¢â¬â¢ interests under the CompanyÃ¢â¬â¢s share option scheme are also set out in the section Ã¢â¬Å"Share Option SchemeÃ¢â¬ below. 352 XV 21 Report of the Directors Share Option Scheme On 7 September 2011, the Company terminated its then share option scheme that was adopted on 18 September 2002 (the Ã¢â¬Å"2002 Option SchemeÃ¢â¬ ) and adopted a new share option scheme (the Ã¢â¬Å"2011 Option SchemeÃ¢â¬ ) on the same date.As a result of the termination, no further options may be granted under the 2002 Option Scheme but the options that have been granted and remained outstanding as of that date under the 2002 Option Scheme remain effective. A summary of the 2002 Option Scheme and 2011 Option Scheme is set out below: (a) a) 2002 Option Scheme The purpose of the 2002 Option Scheme was to attract and retain the best quality personnel for the development of the CompanyÃ¢â¬â¢s businesses; to provide additional incentives to any employee of the Company or its subsidiaries or any consultant, agent, representative, adviser, supplier of goods or services, customer, contractor, business ally and joint venture partner (the Ã¢â¬Å"2002 Option Scheme Qualifying GranteeÃ¢â¬ ) and to promote the long term ? nancial success of the Company by aligning the interests of option holders to shareholders of the Company.Under the 2002 Option Scheme, Directors were authorised, at their discretion, to invite any Director (including Non-executive Director and Independent Non-executive Director) or any of the 2002 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share. As at 7 September 2011 (being the date of termination), the maximum number of shares in respect of which options granted under the 2002 Option Scheme is 12,660,828 shares, being 10% of the issued share capital of the Company as at 23 August 2006, the date on which the refreshme nt of the mandate limit under the 2002 Option Scheme was approved by the shareholders of the Company.The maximum entitlement for any one participant under the 2002 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the CompanyÃ¢â¬â¢s shares in issue. (i) (ii) (iii) 12,660,828 10% 1% 22 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) (b) (b) 2011 Option Scheme The purpose of the 2011 Option Scheme is to attract and retain the best quality personnel for the development of the CompanyÃ¢â¬â¢s businesses; to provide incentives or rewards to any employee, Director (including Non-executive Director and Independent Non-executive Director) or of? cer of any member of the Group or any related trust or company (the Ã¢â¬Å"2011 Option Scheme Qualifying GranteeÃ¢â¬ ) and to promote the long term ? ancial success of the Company by aligning the interests of option holders to shareholders of the Company. Under the 2011 Option Scheme, Directors were authorised, at their discretion, to invite any of the 2011 Option Scheme Qualifying Grantee to take up options to subscribe for shares in the Company at a price which shall not be less than whichever is the highest of (i) the closing price of the shares as stated in the daily quotation sheet of the Stock Exchange on the date of offer; (ii) the average closing price of the shares as stated in the daily quotation sheets of the Stock Exchange for the 5 business days immediately preceding the date of offer and (iii) the nominal value of a share.As at 31 March 2012, the maximum number of shares in respect of which options may be granted under the 2011 Option Scheme is 12,563,528 shares being 10% of the issued share capital of the Company as at 7 September 2011. The maximum entitlement for any one participant under the 2011 Option Scheme shall not in any 12 months period up to the date of grant exceed 1% of the CompanyÃ¢â¬â¢s shares in issue. (i) (ii) (iii) 12,563,528 10% 1% The life of the 2011 Option Scheme is 10 years commencing on 7 September 2011 and expiring on 6 September 2021. During the year ended 31 March 2012, (i) (i) No option was granted under the 2011 Option Scheme; and 23 Report of the Directors Share Option Scheme (continued) (ii) 1 12. 58 11. 0 1 1 (ii) the Directors and employees of the Company had the following interests in options to subscribe for shares of the Company (market value per share at 31 March 2012 was HK$12. 58 (2011: HK$11. 10)) granted for HK$1 consideration under the 2002 Option Scheme. The options are unlisted. Each option gives the holder the right to subscribe for one ordinary share of HK$1 each of the Company. Number of options outstanding at 1 April 2011 1,000,000 Chan Chee Shing (Director) Number of options granted during the year Ã¢â¬â Date granted Number of options lapsed Exercisable during period the year Ã¢â¬â Number of options exercised during the year Ã¢â¬â Number of options outstanding at 31 March 2012 1,000 ,000 Exercise price per share 6. 26 HK$6. 26Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options Ã¢â¬â 8 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 400,000 Mak Yee Mei (Director) 1 March 2010 20% Exercisable in ? ve tranches of 20% during the period from 1 January 2011 to 31 December 2016 800,000 Employee 6 April 2009 20% Exercisable in ? ve tranches of 20% during the period from 5 April 2010 to 4 April 2017 Ã¢â¬â (480,000) (320,000) Ã¢â¬â 6. 30 HK$6. 30 6. 23 HK$6. 23 11. 68 HK$11. 68 Ã¢â¬â Ã¢â¬â (80,000) 320,000 8. 08 HK$8. 08 8. 07 HK$8. 7 11. 68 HK$11. 68 24 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Number of options outstanding at 1 April 2011 2,358,000 Employees Number of options granted during the year Ã¢â¬â Date granted Number of options lapsed Exercisable during period the year (78,000) Number of options exercised during the year (600,000) Number of options outstanding at 31 March 2012 1,680,000 Exercise price per share 6. 26 HK$6. 26 Closing price per share immediately before date of grant of options 6. 28 HK$6. 28 Weighted average price of closing price per share immediately before date of exercise of options 11. 10 HK$11. 10 8 April 2009 20% Exercisable in ? e tranches of 20% during the period from 1 April 2010 to 31 March 2016 95,000 Employee 4 May 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 April 2010 to 31 March 2016 90,000 Employee 10 July 2009 20% Exercisable in ? ve tranches of 20% during the period from 1 July 2010 to 30 June 2016 50,000 Employee 17 December 2010 20% Exercisable in ? ve tranches of 20% during the period from 17 December 2011 to 16 November 2018 Ã¢â¬â Ã¢â¬â Ã¢â¬â 50,000 10. 96 HK$10. 96 10. 60 HK$10. 60 Ã¢â¬â Ã¢â¬â Ã¢â¬â (30,000) 60,000 7. 69 HK$7. 69 7. 30 HK$7. 3 0 11. 46 HK$11. 46 Ã¢â¬â (60,000) (35,000) Ã¢â¬â 6. 29 HK$6. 29 6. 18 HK$6. 18 10. 78 HK$10. 78 25 Report of the DirectorsShare Option Scheme (continued) Number of options outstanding at 1 April 2011 100,000 Employee Number of options granted during the year Ã¢â¬â Date granted Number of options lapsed Exercisable during period the year Ã¢â¬â Number of options exercised during the year Ã¢â¬â Number of options outstanding at 31 March 2012 100,000 Exercise price per share 10. 90 HK$10. 90 Closing price per share immediately before date of grant of options 10. 92 HK$10. 92 Weighted average price of closing before date of exercise of options Ã¢â¬â 16 February 2011 20% Exercisable in ? ve tranches of 20% during the period from 16 February 2012 to 15 February 2017 Ã¢â¬â Employee 28 April 2011 20% Exercisable in ? e tranches of 20% during the period from 28 April 2012 to 27 May 2019 Ã¢â¬â Employee 28 April 2011 20% Exercisable in ? ve tranches of 20% during the perio d from 1 July 2011 to 30 June 2016 Ã¢â¬â Employee 9 May 2011 20% Exercisable in ? ve tranches of 20% during the period from 9 May 2012 to 8 May 2019 800,000 Ã¢â¬â Ã¢â¬â 800,000 10. 88 HK$10. 88 10. 82 HK$10. 82 Ã¢â¬â 100,000 (80,000) (20,000) Ã¢â¬â 10. 91 HK$10. 91 10. 84 HK$10. 84 11. 76 HK$11. 76 800,000 Ã¢â¬â Ã¢â¬â 800,000 10. 91 HK$10. 91 10. 84 HK$10. 84 Ã¢â¬â 26 FAIRWOOD HOLDINGS LIMITED Share Option Scheme (continued) Information on the accounting policy for share options granted and the weighted average value per option is provided in note 1(p)(ii) and note 21 to the ? nancial statements respectively.Apart from the foregoing, at no time during the year was the Company or any of its subsidiaries a party to any arrangement to enable the Directors or chief executives of the Company or any of their spouses or children under eighteen years of age to acquire bene? ts by means of acquisition of shares in or debentures of the Company or any of its associated corporations within the meaning of the SFO. 1(p)(ii) 21 Substantial Interests in the Share Capital of the Company 336 As at 31 March 2012, the interests or short positions of every person, other than the Directors and chief executives of the Company, in the shares and underlying shares of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO, or as otherwise noti? d to the Company, were as follows: Shares directly and/or indirectly held (i) Neblett (ii) CFJ 2 1 1 2 1 (i) Neblett (Note 1) (ii) CFJ (Note 2) (iii) Winning Spirit International Corporation (Note 1) (iv) HSBC International Trustee Limited (Note 1) (v) HSBC Trustee (Cook Islands) Limited (Note 2) (vi) Allard Partners Limited 12,632,500 6,660,000 48,775,384 48,775,384 6,660,000 48,775,384 Percentage of total issued shares 39. 18% 5. 35% 39. 18% 39. 18% 5. 35% 10. 15% (iii) Winning Spirit International Corporation Limited Limited (iv) HSBC International Trustee (v) HSBC Trust ee (Cook Islands) (vi) Allard Partners Limited 27 Report of the DirectorsSubstantial Interests in the Share Capital of the Company (continued) 1 Neblett Winning Spirit International Corporation Neblett 100% Neblett HSBC International Trustee Limited Winning Spirit International Corporation 100% Neblett Note 1: These interests represented the same block of shares directly held by Neblett. Winning Spirit International Corporation owned 100% interest in Neblett and was therefore deemed to be interested in the shares directly held by Neblett. HSBC International Trustee Limited, in its capacity as a trustee of a trust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in Winning Spirit International Corporation and was therefore deemed to be interested in the shares directly held by Neblett; and 2 CFJ HSBC Trustee (Cook Islands) Limited CFJ CFJ 100% Note 2: these interests represented the same block of shares directly held by CFJ. HSBC Trustee (Cook Islands) L imited, in its capacity as a trustee of a rust of which Mr Dennis Lo Hoi Yeung is a discretionary object, owned 100% interest in CFJ and was therefore deemed to be interested in the shares directly held by CFJ. All the interests stated above represent long positions. Save as disclosed above, no other interest or short position in the shares or underlying shares of the Company were recorded in the register required to be kept under Section 336 of the SFO as at 31 March 2012. 336 Suf? ciency of Public Float Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the date of this annual report, the Company has maintained the prescribed public ? oat under the Rules Governing the Listing of Securities on the Stock Exchange (the Ã¢â¬Å"Listing RulesÃ¢â¬ ). 28FAIRWOOD HOLDINGS LIMITED Continuing Connected Transactions 14A The particulars of the following continuing connected transactions of the Group are set out below in complian ce with the reporting requirements of Chapter 14A of the Listing Rules: (a) 28(b) (a) Tenancy agreement with New Champion International Limited (Ã¢â¬Å"New ChampionÃ¢â¬ ) As detailed in note 28(b) to the ? nancial statements, FFFL, a subsidiary of the Company, leased a property from New Champion with a lease term of three years from 10 April 2009 to 9 April 2012 for the operation of a fast food restaurant. On 31 October 2011, such lease was renewed for a further three years from 10 April 2012.As New Champion is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$Ã¢â¬â¢000 Rent for the year Rental deposits at 31 March 1,440 360 2011 HK$Ã¢â¬â¢000 1,440 360 (b) 28(c) (b) Tenancy agreement with Hibony Limited (Ã¢â¬Å"HibonyÃ¢â¬ ) As detailed in note 28(c) to t he ? nancial statements, FFFL leased a property from Hibony for three years from 1 March 2012 for the operation of a fast food restaurant that had to be relocated due to urban renewal.As Hibony is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$Ã¢â¬â¢000 Rent for the year Rental deposits at 31 March 208 660 2011 HK$Ã¢â¬â¢000 Ã¢â¬â Ã¢â¬â 29 Report of the Directors Continuing Connected Transactions (continued) 14A In compliance with Chapter 14A of the Listing Rules in connection with the above continuing connected transactions, the Independent Non-executive Directors have reviewed and con? rmed that the transactions with New Champion nd Hibony (the Ã¢â¬Å"TransactionsÃ¢â¬ ) have been entered into: (i) in the ordinary and usual course of business; (ii ) either on normal commercial terms or on terms no less favourable than those available to or from independent third parties; (iii) in accordance with the terms of agreements governing the Transactions on terms that are fair and reasonable and in the interests of the shareholders of the Company as a whole; and (iv) the aggregate value of the Transactions for the year ended 31 March 2012 has not exceeded the maximum aggregate annual value. The CompanyÃ¢â¬â¢s auditor was engaged to report on the GroupÃ¢â¬â¢s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 Ã¢â¬Å"Assurance Engagements Other Than Audits or Reviews of Historical Financial InformationÃ¢â¬ and with reference to Practice Note 740 Ã¢â¬Å"AuditorÃ¢â¬â¢s Letter on Continuing Connected Transactions under the Hong Kong Listing RulesÃ¢â¬ issued by the Hong Kong Institute of Certi? ed Public Accountants. The auditors have issued their unquali? ed letter containing t heir ? dings and conclusions in respect of the continuing connected transactions in accordance with Rule 14A. 38 of the Listing Rules. A copy of the auditorÃ¢â¬â¢s letter has been provided by the Company to the Stock Exchange. (i) (ii) (iii) (iv) 3000 740 14A. 38 DirectorsÃ¢â¬â¢ Interests in Contracts Save as the transactions disclosed in the section headed Ã¢â¬Å"Continuing Connected TransactionsÃ¢â¬ , no contract of signi? cance to the GroupÃ¢â¬â¢s business to which the Company or any of its subsidiaries was a party and in which a Director had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. 30 FAIRWOOD HOLDINGS LIMITED DirectorsÃ¢â¬â¢ Service ContractsNo Director proposed for re-election at the forthcoming annual general meeting has an unexpired service contract which is not determinable by the Company or any of its subsidiaries within one year without payment of compensation, other than normal statuto ry compensation. Pre-emptive Rights There is no provision for pre-emptive rights under the CompanyÃ¢â¬â¢s Bye-laws and the laws in Bermuda. Bank Loans 19 Particulars of bank loans of the Group at 31 March 2012 are set out in note 19 to the ? nancial statements. Five-Year Group Financial Summary 134 135 A summary of the results and of the assets and liabilities of the Group for the last ? ve ? nancial years is set out on pages 134 and 135 of the annual report. Investment Properties 136 Particulars of the investment properties of the Group are shown on page 136 of the annual report. Retirement SchemeThe Group operates a Mandatory Provident Fund Scheme (the Ã¢â¬Å"MPF SchemeÃ¢â¬ ) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees in Hong Kong under the jurisdiction of the Hong Kong Employment Ordinance. Particulars of the MPF Scheme are set out in note 20 to the ? nancial statements. Employees engaged by the Group outside Hong Kong are covered by appropri ate local de? ned contribution retirement schemes pursuant to the local labour rules and regulations. 20 Con? rmation of Independence 3. 13 The Company has received from each of the Independent Nonexecutive Directors an annual con? rmation of independence pursuant to Rule 3. 13 of the Listing Rules and considers all the Independent Non-executive Directors to be independent. 31 Report of the Directors Auditor KPMG retire and, being eligible, offer themselves for re-appointment.A resolution for the re-appointment of KPMG as auditor of the Company is to be proposed at the forthcoming annual general meeting. By order of the Board Dennis Lo Hoi Yeung Executive Chairman Hong Kong, 27 June 2012 32 FAIRWOOD HOLDINGS LIMITED Corporate Governance Report The Board of Directors (the Ã¢â¬Å"BoardÃ¢â¬ ) of Fairwood Holdings Limited (the Ã¢â¬Å"CompanyÃ¢â¬ ) is committed to achieving high standards of corporate governance practices to safeguard the interests of shareholders and to enhance corp orate value and accountability. The Company has complied with the code provisions as set out in the Code on Corporate Governance Practices (the Ã¢â¬Å"CG CodeÃ¢â¬ ) contained in Appendix 14 of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the Ã¢â¬Å"Listing RulesÃ¢â¬ ) throughout the year ended 31 March 2012, save and except that the Chairman and/or Managing Director of the Company are not subject to retirement by rotation, details of which and the reasons for the deviation are stated below. Following the announcement of consultation conclusion on the review of the CG Code and associated Listing Rules in October 2011, The Stock Exchange of Hong Kong Limited (Ã¢â¬Å"Stock ExchangeÃ¢â¬ ) introduced a number of amendments to the CG Code and associated Listing Rules that are to be effective in 2012 (Ã¢â¬Å"Revised CodeÃ¢â¬ ). This report also describes the number of requirements under the Revised Code that the Company has adopted. Model Code for Securities TransactionsThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the Ã¢â¬Å"Model CodeÃ¢â¬ ) as set out in Appendix 10 of the Listing Rules for securities transactions by the Directors of the Company (the Ã¢â¬Å"DirectorsÃ¢â¬ ). Following speci? c enquiry by the Company, all Directors con? rmed their compliance with the required standards set out in the Model Code throughout the year ended 31 March 2012. Board of Directors The overall management of the CompanyÃ¢â¬â¢s business is vested in the Board, which assumes the responsibility for leadership and control of the Company and is collectively responsible for promoting the success of the Company by directing and supervising its affairs. All Directors have taken decisions objectively in the interests of the Company and its shareholders at all times.The Board recognizes that corporate governance should be the collective responsibility of all Directors, as such, it adopted terms of reference for corporate governance functions that are in line with the Revised Code. 33 Corporate Governance Report Board of Directors (continued) The Board undertakes responsibility for decision making in major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal controls, ? nancial information, appointment of directors and other signi? cant ? nancial and operational matters. All Directors have been consulted on all major and material matters of the Company.With the advice and services of the Company Secretary, the Executive Chairman seeks to ensure that all Directors are properly briefed on issues arising at Board meetings and receive adequate and reliable information in a timely manner. Directors may choose to take independent professional advice in appropriate circumstances at the CompanyÃ¢â¬â¢s expenses, upon making request to the Board. The day-to-day management, administration and ope ration of the Company are delegated to the Executive Committee which comprises the three Executive Directors and the senior management of the Company. The delegated functions and work tasks are periodically reviewed. Approval has to be obtained from the Board prior to any signi? ant transactions entered into by the abovementioned of? cers. As at the date of this report, the Board comprises the following Directors:Ã¢â¬â Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors (Ã¢â¬Å"INED(s)Ã¢â¬ ) Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 34 FAIRWOOD HOLDINGS LIMITED Board of Directors (continued) During the year ended 31 March 2012, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three INEDs with at least one INED possessing appropriate professional quali? atio ns or accounting or related ? nancial management expertise. The representation of INEDs is more than one third of the Board. A list containing the names of the Directors with their roles and functions has been published on the websites of the Company and the Stock Exchange. Biographical details of all Directors are set out on pages 15 to 17 of this annual report. There is no relationship among Directors of the Board and in particular, between the Executive Chairman and the Chief Executive Of? cer. The Company has received from each of the INED an annual con? rmation in writing of his independence pursuant to Rule 3. 13 of the Listing Rules.Furthermore, the Board is not aware of any relationship or circumstances which would interfere with the exercise of the independent judgment of the INEDs. Accordingly, the Company considers that all the INEDs are independent. Four full Board meetings were held during the year ended 31 March 2012 and attendance record of each Director is set out be low:Ã¢â¬â 15 17 3. 13 No. of meetings attended/held Executive Directors Dennis Lo Hoi Yeung (Executive Chairman) Chan Chee Shing (Chief Executive Of? cer) Mak Yee Mei Non-executive Director Ng Chi Keung Independent Non-executive Directors Joseph Chan Kai Nin Peter Lau Kwok Kuen Tony Tsoi Tong Hoo Peter Wan Kam To 4/4 4/4 3/4 4/4 3/4 4/4 4/4 4/4 35Corporate Governance Report Board of Directors (continued) All Directors well understand their responsibilities to present a balanced, clear and understandable assessment of annual and interim reports, price-sensitive announcements and other disclosures required under the Listing Rules and other regulatory requirements. The Directors acknowledge their responsibility for preparing ? nancial statements which give a true and fair view of the state of affairs of the Group. The statement of the auditor of the Company about their reporting responsibilities on the ? nancial statements of the Company is set out on pages 41 and 42 in the independ ent auditorÃ¢â¬â¢s report.The Directors, having made appropriate enquiries, con? rm that there are no material uncertainties relating to events or conditions that may cast doubt upon the CompanyÃ¢â¬â¢s ability to continue as a going concern. 41 42 Appointment and Re-election of Directors On 11 January 2012, the Board established the Nomination Committee with written terms of reference which are in line with the Revised Code and are posted on the websites of the Company and the Stock Exchange and are available to shareholders upon request. The Nomination Committee comprises two INEDs, Dr Peter Lau Kwok Kuen and Mr Peter Wan Kam To. Mr Dennis Lo Hoi Yeung is the chairman of the Nomination Committee.The Nomination Committee reviews the structure, size and composition of the Board, identi? es and recommends to the Board suitable candidate(s) to stand for election by shareholders at annual general meeting, or when necessary, to ? ll vacancies on the Board. The Board is empowered unde r the Bye-laws of the Company (the Ã¢â¬Å"Bye-lawsÃ¢â¬ ) to appoint any person as a director of the Company either to ? ll a casual vacancy or as an addition to the Board. For procedures for shareholders to propose a person for election as a director, please refer to the procedures posted on the CompanyÃ¢â¬â¢s website. 36 FAIRWOOD HOLDINGS LIMITED Appointment and Re-election of Directors (continued) i) (ii) According to the Bye-laws, (i) new Directors appointed by the Board during the year shall hold of? ce until the ? rst annual general meeting after their appointment and shall then be eligible for reelection; and (ii) at each annual general meeting, one-third of the Directors (other than any Director holding of? ce as Chairman or Managing Director) for the time being or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from of? ce provided that each Director (other than any Director holding of? ce as Chai rman or Managing Director) including those appointed for a speci? c term shall be subject to retirement by rotation at least once every three years.A copy of an up-to-date consolidated version of the CompanyÃ¢â¬â¢s Memorandum of Association and Bye-laws are available at the websites of the Company and the Stock Exchange. Currently, all Non-executive Directors are appointed for a speci? c term of three years, subject to retirement by rotation and re-election by the shareholders in accordance with the Bye-laws. Chairman and Chief Executive Of? cer The Chairman and Chief Executive Of? cer of the Company are Messrs Dennis Lo Hoi Yeung and Chan Chee Shing respectively whose roles are segregated and are not exercised by the same individual. A. 4. 2 Code provision A. 4. 2 of the CG Code stipulates that every director, including those appointed for a speci? term, should be subject to retirement by ro