Investigating the effect of pH on the activity of phosphatase enzymes

My aim in this experiment is to see how well an enzyme (phosphatase in this case) reacts under a controlled temperature but a varying pH. Enzymes are known to be effected by pH and temperature. Both of these change how quickly the enzyme can process a substrate, so perfect matches must be found for each enzyme. At a low temperature, the enzymes reaction is so slow that any product is hardly noticeable. At a high temperature, or an extreme pH, the active site of the enzyme is damaged, so the substrate cannot be processed. I predict that the optimal pH for the reaction to take place will be more acidic when the temperature is set at 25o c and the length of incubation is 10 minutes. A suitable pH would be between 3 – 5oc. I conducted preliminary experiments and chose to incubate at 25o c instead of the higher temperatures for the simple reason that I knew that at a higher temperature (around 35o c), the reaction would go at its fastest, and I ran the risk of high magenta values (I wanted to keep them all under 1 so they could be easily compared). I therefore wanted to see what would happen at lower than 35o c as far as reactions were concerned, so I chose 25o c. My method was adapted from a worksheet on varying the temperature in the same reaction, keeping pH constant. 1. Label a microfuge tube with your initials. 2. Place two mung beans into the labeled tube. 3. Add 0.5ml distilled water into the tube containing the beans. 4. Crush and macerate the beans with a small glass/plastic rod. 5. Take a second microfuge tube and add water to the same level as the one containing the mung beans. (TO BALANCE THE CENTRIFUGE RACK) 6. Place the tubes into opposite holes of the centrifuge rack and spin for 5 minutes at maximum speed 7. After spinning, draw off as much of the clear supernatant above the pellet as possible and place into a clean microfuge tube. This solution now contains the enzymes for the experiment. 8. Using a graduated pipettor, add 100?l of sodium carbonate (the buffer solution in this experiment). 9. Then add 20?l PPP substrate to each of the eight microfuge tubes. Wash the pippettor thoroughly. 10. Finally, add 20?l enzyme solution into it. 11. Repeat steps 8 through 10 as quickly as possible, to collect all the microfuge tubes. Now insert them into a Styrofoam float and place this on the surface of the water bath for 10 minutes, timed with a stop clock. 12. Now add 100?l Sodium Carbonate to stop the reactions. 13. Estimate the colour of the magenta using the magenta filters provided. The possible variables in this method are the volumes of substrate, enzyme and sodium carbonate along with the time in the water bath and the temperature of the water bath. The volumes will be measured as closely as possible with a micropippettor. Results: The number in the test tube column is the magenta filter that corresponded to the colour of the completed reaction. The higher numbers mean more reaction, lower means less reaction. Every time that I added the sodium carbonate to cancel the reaction, the colour change to magenta was sudden and with a small amount of shaking, the whole liquid was tinted purple. I managed to take 2 readings for each pH, and therefore average them. Without doing the preliminary experiment, I would have never known what temperature to try. This graph shows clearly how good my results were. They fit with my prediction that the optimum pH for a Phosphate enzyme is around pH 3-5, and therefore we can say that it requires a more acidic pH than an alkaline one. My conclusion, using this graph as evidence, is that a Phosphate enzyme works at its maximum speed at a lower pH, in this experiment pH 4, taking into account the other variables in the experiment. For instance, at a different water temperature, the pH required may vary. As mentioned before, as the temperature raises, so does the probability of denaturation. From the results, I assume this is beginning to happen before pH 5. But these results are not precise. I have no way of knowing which side of pH 4 the reaction is faster, i.e. if pH 3.9 is faster than pH 4, or pH 4.1. The pH4 that I got as being the fastest speed may not be the pinnacle of the reaction curve. Huge accuracy errors could have been made, for instance: * Was the precise equal amount of liquid put in each of the tubes? Probably not, the micropipette was hard to use and had very small scales. * Some reactions began before others when preparing to put the microfuge tubes into the water bath. You had to work incredibly quickly to prepare all of the tubes in as fast a time as possible. However, seeing how precise my results were, either I made the same mistakes over and over, therefore giving a whole set of incorrect results, or I did them all very well. This is the risk in using this method. If I were to change the method, I would get far more precise pipettes and find a way of adding the enzyme into the solution as quickly as possible, like getting 8 micropipettes filled and ready, then using one for each microfuge tube in quick succession. If this experiment was to be taken further, I would get people to work together and double check their accuracy as they go, so that they can do the final step before incubation in half the time or less. Instead of changing the pH, they could change the variable concerning the temperature of the water bath to be incubated in. Another possibility is that the different volumes could be changed to see how the results vary, of course only one at a time. For example, change the amount of enzyme to be put into the mixture, continue the experiment with other set variables and see what type of results you get.

Jimmy Carter and Political Maxim Essay

Hardball by Chris Matthews is an interpretation of what many know as â€Å"hard-politics†. The book describes the skill of playing the game in Washington and how to be successful at it. The book is a guide that teaches a series of maxims that would be in favor of politicians to learn in order to be successful. The different tactics provided in the book hold a lot of knowledge that would make the life of anyone following these strategies much easier when trying to get ahead in life. Matthews describes a countless number of examples of successful politicians that rose to the top. Those politicians are the ones who learned how to play hardball in Washington. Matthews provides many of his observations over the years and describes them with quotes from various sources. Quoted by Chris Matthews, he states â€Å"JFK would call 5 or 6 †¦ LBJ would take 19 names and call them all. † The quote lies deep in the heart of the political maxim retail politics. Retail politics is the management of one-to-one communication among voters or other politicians. Lyndon B. Johnson was a mastermind of retail politics and embraced every moment of it. Johnson’s success came from his unique instinct to work at a man’s ego. While JFK was more of a wholesaler, Johnson worked retail politics like it was candy. That is exactly what the quote is symbolizing, the difference between a wholesaler and a retail politician. JFK was more widespread and focused more on voters than other politicians. Johnson had the patience and humility to work with every legislator one at a time and get that connection that he needed. This type of networking is what made LBJ successful in politics and it’s what made him stand out from an average politician. Another quote provided in the book Hardball was in Chapter 3. It stated, â€Å"He’s not going to win. It’s a Republican district. He’d be better for us is he loses. He’ll work for me. He’ll bring his organization with him. † This was a strategy that President Jimmy Carter used to benefit his campaign. Jimmy Carter played smart politics in this quote that is connected to the â€Å"it’s better to receive than to give maxim. † The maxim means to let others give to you because it makes them feel involved. Carter played this strategy to a tee. Carter knew that his best line of defense would come from those who had lost their elections and were looking for a job. The quote symbolizes the tactic Carter used and how his intelligence allowed him to take advantage of the situation. He knew that those individuals faced a tough race and when they lost, they would become his support because people like to be used and not ignored. Another quotes that is related to the â€Å"it’s better to give then to receive,† maxim is a quote I found to be very witty. The quotes states, â€Å"I’ve lived across the street from you for 18 years †¦ I shoveled your walk in winter. I cut your grass in summer†¦ I didn’t think I had to ask you for your vote. He never forgot her response. ‘Tom, I want you to know something: people like to be asked. † The lady knew Tip O’Neil and all he had done for her over the years, but out of respect she found that all he needed to do was ask. She wanted to make sure she was considered and thought about, so she wouldn’t be taken for granted. The main point from this quote is that people don’t mind being used, but they do mind being taken for granted. It’s important to know that asking favors only brings in more supporters. People want to invest in others and are often not critical of that person because they also have a lot invested in them. An important maxim that a politician can learn is â€Å"don’t get mad, don’t get even; get ahead. † The following quotes states, â€Å"Cry Baby†, screamed the headline of the New York Daily News above a picture of Newt in diapers. â€Å"Newt’s Tantrum: He closed down the government because Clinton made him sit at the back of the plane. I find this quote to be the funniest of the rest of the quotes. It clearly demonstrates the fallout of trying to get even with someone. It doesn’t work so ignore the revenge part and surpass your expectations. The political maxim â€Å"don’t get mad, don’t get even; get ahead,† means to maintain calm and concentrate all your power on progressing and becoming a success. Newt Gingrich didn’t apply the political maxim to his career which resulted in the quote above. His ego allowed a government shutdown to occur and the pressed slammed him in all newspapers. Gingrich forgot to concentrate on moving past the government shutdown, but instead played a game and lost the political game. My favorite political maxim in the book is â€Å"Leave no shot unanswered. † The following quote corresponds with the political maxim as it states, â€Å"The purpose of the war room was not just to respond to Republican attacks †¦ It was to respond to them fast, even before they were broadcasted or published, when the lead of the story was still rolling around in the reporter’s mind†¦ † Bill Clinton knew of that certain political maxim and he knew it well. Attacks to a candidate are harmful if left alone. They stick to you and become a reality if they are not disputed. Aided by George Stephanopoulos, Bill Clinton was alerted of the lethal combination of an unanswered shot. It was an important strategy because if a shot is unanswered, people start to believe that it is true which can sometimes ruin an entire campaign. The quote also makes you realize the necessity of responding to an attack. Clinton had to create an entire new room named, â€Å"the War Room† in order to fire back. That shows how much of an importance it is to leave no shot unanswered.

Companies utilizing e-business strategies Coursework

Companies utilizing e-business strategies - Coursework Example There are different organizations that create outstanding content for performing B2B activities. Intercom is a well-known brand that has created a large blog for itself in which management of customer relationship is comprehensively explained. Deloitte is a financial consultancy firm that caters diverse markets. To make a practical content is the basis of Deloitte’s B2B marketing strategy, and it is due to this reason that they have tried to make such setup where customers can get attracted towards the company. Gild is another renowned company that provides recruiting solutions to the companies, therefore, the company has made sure that B2B readers can utilize their content in a positive manner. Cisco is known for providing different systems of networking ranging from routers to software. For performing a B2B activity, the company has made a video channel on YouTube, where different networking solutions are delivered and suggested to the users in order to make them attracted t owards the company. The company has focused on educating its B2B customers instead of promoting itself, and this is the reason that B2B activity of Cisco is famous amongst customers. The B2C applications are directly sold to the customers and example of B2C applications is the retail websites where customers are able to buy the product or service directly from the customers. To reach customers is one of the most important aspects of the companies, but some companies having strong distribution channel are not worried to reach the customer directly.

Interaction with other professions and how it has informed my Essay

Interaction with other professions and how it has informed my understanding of inter-proffesional care and my practice in relati - Essay Example During my practice, I received input from fellow nursing student. However, I have also received numerous inputs from the wards, OTs and the Physiotherapy. This reflective essay focuses my interactions with other professions, how the interactions have informed my understanding of inter-professional care and my practice in relation to patient centeredness. The case I will reflect on involved an elderly female patient who was living alone. She was admitted into the hospital after she fell at home. Because of the fall, the patient had limited mobility. For diagnosis, she underwent an x-ray. The x-ray revealed extensive damage on the knee. However, the damage had not resulted from the fall but was due to severe arthritis. She was not going to be considered for a knee replacement mainly due to her age. After checking on the family background, it was unfortunate that the lady had alienated her family and completely severed all contact. Additonally, the lady had no contact with her neighbors and had live most of her old age life alone relying on herself. She had bad relations even with members of the society. The bad relations with other people could be attributable to her character. This is because the old lady is prone to making accusations against all the people she meets. The lady wished to return to her home. Therefore, the Occupational Therapist (OT) had to do a home assessment to ensure that the environment was appropriate. After the assessment, the OT felt that there was need for a significant clear out of the lady’s home. This is because the lady would have to use a pulpit for mobility purposes. The device is quite large and the lady would have to live in the living room. Although the lady insisted on being left to go back to her residence, I felt that such an arrangement would not function appropriately for a long period, since she had no relations. The OT had another challenge. Nobody was willing to help in the clearing out the house since the lady ha d severed all the relation she ever had. Moreover, the physical condition she was in could not allow her to do the clearing since she needed to use a wheelchair, which she had not yet received. The only solution was for the patient to employ a solicitor and give him the power of an attorney to oversee the implementation of all the needed changes. Another problem that the OT had noticed was the nonfunctional fire alarm in the lady’s home. When she told me about it, I suggested for a complete fire inspection by the local fire brigade. After the inspection, the fire brigade put the patient’s name in the register of the vulnerable people and those with mobility issues. Although the OT wanted us to get the lady a personal alarm, it was impossible at that moment since the three people in the community were required to be used as contact. However, no one was willing to be involved with anything to do with the old lady. Therefore, the OT suggested a small mobile house phone th at could be carried with the pocket. Following my interaction with the OT, the old sick lady, the community and other different professions, I was able to understand the significance of interactions between nurses

Principles of Criminal Investigation Term Paper

Principles of Criminal Investigation - Term Paper Example However, lack of advanced forensic technology in the 1980s can be regarded as one of the reasons it took too long to link someone with the Green River killings. In 1982, authorities found five murdered women in the Green River. One unique thing about the murders is that all the killings had happened through strangling and the murdered women practiced prostitution. The discovery of the bodies alerted the locals on a possibility of having a serial killer targeting prostitutes. The area where the murdered bodies were discovered had Sheriff Officers and everyone had optimism that the murders would be resolved as soon as possible. Contrary to locals’ expectations, more bodies were discovered in and around the Green River. The bodies mostly include those of teenage women found naked and without any possession (Morehead, 2012). The police department remained to collect skeletons of unknown women without any trace of the murderer. Over a period of two years (1982-84), the police department listed 49 murder victims and described them victims of the Green River Killer. This could be later followed by the formation of the Green River Task Force that had the mandate of looking into the increased serial killings. The task force comprised of detectives from police departments across the United States. The task force conducted investigations on the murders and obtained a lot of evidence from hundreds of suspects. Unfortunately, none of the evidence gave any definitive evidence that could link anyone to the serial killing (Morehead, 2012). The continued delays in getting hold of the serial killer added budget constraints on the task force, which led to reduction of personnel within the task force. By 1992, only one detective had remained to deal with the Green River case (Reichert, 2005). According to Reichert (2005), in the 1980s, forensic technology was less advanced, which posed numerous challenges during the collection of evidence. In such cases,

Leadership - Bill Russell Essay Example | Topics and Well Written Essays - 1250 words

Leadership - Bill Russell - Essay Example However, the mentioned accolades do not exonerate the fact that just likes any other leader and human, he had his failures too. The only difference is that he did not turn his neck off his goals. In this regard, several leadership attributes can be identified from the splendid career of Russell as derived from his book the second wind. From his strengths and weaknesses, four outstanding leadership attributes can be emulated from Brussels lessons and experiences (Russell 67). These include team work and collaboration, managing change, communication, readiness to learn or agility and growth mindset and finally judgment. In addition, personal integrity, commitment and success are also captured in Brussels splendid career span. Russell’s accomplishments and failures are captured in his rules of success. His first rule is on life mission and daily learning experiences. For example he says that â€Å"we work to become, not acquire†Leardership entails learning and he recommend s that the more a person learns the more, the more he realizes that he still has a lot to learn. This rule is evident in his basketball career after he made several attempts to be included in the junior team with no success. He gives the example that he improved on his skills by regularly watching the past matches that he played. Watching the films made him identify his weakness and improve on them on subsequent matches. Some of his failures he attributed to lack of practice which sometimes fails miserably in some matches. The concept of team work is also one of his major accomplishments (Falkner and Russell 51-55). In a broader sense, he says that whenever he played well, it helped his team mates to even get better results. His key interest was not on personal achievements but using individual skills to uplift team performance. The driving factor behind his commitment he says was not to emerge the best in the entire country but to become astute to their best. Symbolically and to dr ive his message home, he explains that the basketball was his laboratory, workroom and classroom. Among the activities he cites and which formed the major aspects of his accomplishments included shooting at a rebound angle. Russell (78) notes that learning on the probability of player behavior in certain situations on how they are likely to respond are some of the things they greatly learnt. Commenting on his various awards, he says that quality and craftsmanship never happen by accident. He attributes his success in his entire basketball stint to principled intentions, intelligent directions, skillfull execution and sincere effort. He summarizes that craftsmanship in itself represents the best choice out of several alternatives. On the other hand, he cites his failures to several misjudgments and assumptions that he made during his career as a player and a coach. For example he registered several failures during his academic stint which he attributes to lack of commitment. Most of leadership strengths and weaknesses of Russell are intertwined and inclined to his accomplishment and failures. For example one his lessons outlines that craftsmanship is contagious and those players of any great team should always learn from one another. This was contrary to his personality which seemed to be so much introverted. He rarely took time to talk to his teammates and was always withdrawn (Russell 91). Despite being a great asset to

Case study Example | Topics and Well Written Essays - 250 words - 37

Case Study Example Due to having a good reputation and success Creative Bus Service management must ensure that they come up with a good strategic plan. With the board meeting’s conclusion of expansion of profits they have to choose a good strategy that will ensure growth of profits. Mr. Ghosh market survey can be presented clearly through the Internal Rate of return (IRR), Net Present Value (NPV) and Modified Internal Rate of Return (MIRR). These will clearly state the outcome of the proposed projects by the Creative Travel Bus service. The success of the company revolves around the top management ability to manage effectively projects B operating from Delhi to Patna and A operating from Delhi to Joypur. Mr. Ghash should address congestion that hinders bus transport to the management to seek a way out in order to ensure their customers enjoy efficient services and they maintain the good reputation and name the company possesses (The World Bank, 2011). Being the most reliable transport system in India it has to make a decision so as to uphold their name and services to customers. The World Bank, (2011). India Transport sector. Retrieved on 27th November 2012

Air Astana and Alliances Dissertation Example | Topics and Well Written Essays - 14750 words

Air Astana and Alliances - Dissertation Example It has been informed and increasingly taken in to account that the airline does not have any collaboration or tie up with regards to the fleet management or route management, with any other airline in the world. Air Astana being one of the most efficient and largest operators of airlines basing out of the Kazakhstan region is increasingly taking into consideration, the relative advantages and disadvantages that the company can have in terms of forming a chain of collaboration or network for the purpose of fleet management as well as route management. The project has been approached by giving a general overview of global airline industry that is operating in every part of the globe. The next part moves on towards the process of giving a brief insight in terms of airline industry operating in UK and Kazakhstan as well as providing vital information and insights on the airline Air Astana. The next part of the project provides an analysis of the external as well internal factors pertaini ng to the macro and micro economic conditions that can propose a series of threat and benefits to the working strategies and operations of the airline company. The next parts comprises of the research methodology as well as the relevant findings and discussions in line with the research methodology.... the relative advantages and disadvantages that the company can have in terms of forming a chain of collaboration or network for the purpose of fleet management as well as route management. The project has been approached by giving a general overview of global airline industry that is operating in every part of the globe. The next part moves on towards the process of giving a brief insight in terms of airline industry operating in UK and Kazakhstan as well as providing vital information and insights on the airline Air Astana. The next part of the project provides an analysis of the external as well internal factors pertaining to the macro and micro economic conditions that can propose a series of threat and benefits to the working strategies and operations of the airline company. The next parts comprises of the research methodology as well as the relevant findings and discussions in line with the research methodology. The last comprises of the conclusions and discussions which have be en found, determined and or identified as a part of the research analysis of the project. Chapter 1: Introduction 1.1 Background of the Study 1.2 Objectives of the Study 1.3 Research Questions 1.4 Significance of the Study 1.5 Research Structure 1.1 Background of the Study Aviation is regarded as a highly important and critical management process which is followed actively in the sector of airline industry. The prime and fundamental responsibility and objective of the aviation industry is to strategically manage and overlook the entire operational performance as well as business related performances in the airline sector. The secondary objectives comprises of overlooking and encouraging necessary technological developments for the purpose of increasing of operational and business

How do Consumer Characteristics Influence Buying Behavior Research Paper

How do Consumer Characteristics Influence Buying Behavior - Research Paper Example On the contrary, previously marketers and organizations were able to comprehend the consumers buying behaviors and patterns through their experiences of selling the products to the consumers. However, firms and marketing decision makers lost direct contact with the customers with the augmentation of the market and organizations. Therefore, consumer-buying behavior is one of the most significant aspects for the organizations in today’s time to be acquainted with the buying patterns and habits of the consumers so that they can focus on their products or services to the market (Pride  & Ferrell, 2008). Since the consumer market profoundly depends upon the buying behaviors of the customers, therefore organizations should understand the market before developing or designing any marketing strategies. As a result, to the constantly changing buying patterns of the consumers, consumer research has become one of the imperative methods for the marketers and enterprises where they are s pending millions of dollars for the study of consumer habits. Moreover, consumer research allows the marketers to gain more knowledge about the consumer behavior and their habits of buying a particular product or service. Furthermore, this research also makes the enterprise identify and recognize with the response of the customer towards the overall product that include its features, price, advertising and several others over its competitors (Pride  & Ferrell, 2008). The research will also lead to the surveillance that consumer enormously varies in age, income, education, taste and quite a lot of other factors. In addition, the consumer characteristics that influence their purchasing habits also include elements such as cultural, social, personal, and psychological characteristics. Therefore, the consumer research findings provide a great deal of assistance to the firms, as they are then able to determine the strong association between the marketing stimulus and the customer react ion. In addition, the consumer characteristics that deeply persuade the buying behaviors are constructive and valuable for the marketers to identify and understand the consumers that the firms are making an effort to influence them (Pride  & Ferrell, 2008). In particular, the researcher will put efforts on the below mentioned research statement to achieve aims and objectives of the research: â€Å"To identify and analyze the influence of consumer characteristics on buying behavior?† Background Information Back in the old days, it was easier to determine what makes consumers buy what they buy. A market was just that- a marketplace. Bazaars and shops directly dealt with the customers they were selling products to and thus were aware of the moods and preference as well as how different contexts influence the consumption of various products (Pride & Ferrell, 2010). However, as time passed and the trade industry expanded, shops grew into brands and brands became large multinatio nal companies, making it much more difficult for the shopkeepers to interact with the public to find out about their preferences (Pride & Ferrell, 2007). Thus, these companies started hiring firms and people whose only job was to find out what consumer behaviors affects their purchase and consumption of va

Will Texas Secede From the United States Essay Example for Free

Will Texas Secede From the United States Essay We live in a country that is splitting due to political differences. It is expected that some states may want to leave the United States in future years. Governor Rick Perry once said during his time as Texas state governor, â€Å"Here is what we know after more than a decade of Republican rule: Texas works. Even The New York Times let it slip into its pages that, Texas is the future† (Perry). Good morning, my name is Caleb Taylor and today I will be discussing with you why Texas is likely to secede from the United States. First let me begin with a brief preview of Texas history, in 1835 the rebels of Texas revolted against the oppressive Mexican government. Then one year later in 1836, after numerous skirmishes with the Mexican army including the battle of the Alamo, the incident of â€Å"Come and Take it† in Gonzales, and then the final victory at the Battle of San Jacinto Texas obtained it’s independence and earned the right to be a country. Then in 1845, Texas joined the United States because it was a middle ground between the raging Mexico and United States. Texas is capable of seceding and maintaining a country for three main reasons. First, due to booms in the amount of natural resources produced in Texas every year, the economy flourishes. Secondly, because Texas is such a large landmass with a substantially large population, the body count would be capable of maintaining a country. The third reason Texas is likely to secede from the nation, is because of Texan’s pride. Texas’ economy thrives due to natural resource productivity. The state proves to provide the United States with plentiful amounts of oil, gas, petroleum, and other crude oils annually per year. â€Å"In 2009, the U.S. Energy Information Administration estimated the states proved reserves at 529 million barrels† (U.S. Energy Information Administration). If Texas were to secede, Texan’s would be able to maintain billions of dollars through natural resource production alone that means that the other thousands of jobs would be a bonus to the Texas economy. The second reason why Texas would be successful in seceding from the United States is due to the amount of land and population in Texas. Texas is approximately 268,800 square miles, which is over 21 times bigger than the state of Maryland. There are also approximately 25,674,681 people in the Texas. The size of Texas proves to be large enough to be a country because as of 2010, Texas was bigger than 125 other countries in the world. The third and most important reason Texas will be able to secede from the nation is because Texan’s pride. The people who populate Texas are proud to be Texans. Texas is called the â€Å"Lone Star† state, â€Å"The nickname The Lone Star State originates from the star on the 1836 flag of the Republic of Texas† (State Symbols USA). Texas is the â€Å"Lone Star† state because it is the only state that was a country before it joined the United States. If Texas was a country before she was a state, who’s to say that she will not become a country again? In conclusion, it is possible that Texas could secede from the United States because of Texas’ thriving economy, the amount of land and population in Texas, and because of the amount of pride that Texan’s have for Texas. Thank you, and God Bless Texas. Work Cited List of Texas Natural Resources. Travel Tips. N.p., n.d. Web. 07 Oct. 2012. . Texas State Nickname The Lone Star State. Texas State Nickname The Lone Star State. N.p., n.d. Web. 07 Oct. 2012. . BrainyQuote. Xplore, n.d. Web. 07 Oct. 2012. .

The Psychology Of Fashion

The Psychology Of Fashion Over the second half of the last century, the body has emerged as an object central to our behavior and to our drive for meaning. Therefore, fashion, being in close contact to our bodies, has started to receive the attention of public, artists, and intellectuals. Psychology of fashion expression It is a common saying, that individuals play the roles associated with their individuality and rank in society. One always has the wish to have a job in a large company; such companies are usually image-controlled. Companies want their employees to have proper appearance to look successful. Conservative clothing is still the most accepted successful look for an individual. Not only that, but companies want individuals also to reflect the status and professional performance of the company first by the impression left by the way their employers dress. Those who are not playing roles associated with their positions in society appear as odd and not trusted this shows in being careful of what we do or say in their presence. Applying this to a customer employee interaction, the customer response should then be negative, and the impact of such negative response heightens and reaches higher administrative levels. Looking for a job is difficult especially if the aim is high, the way one manages his or her appearance may be an important key in giving a good first impression. The importance may mount to it may not matter what knowledge, approach or personality if one gets a wrong first impression. The answer to the question why employers encourage the image-control programs now becomes clearly comprehendible. The usual societys look for women is that they appear placid. Nevertheless, women began to take on stronger and more authoritative look probably since society approved for them to wear trousers. This reworked copy is still developing; and women now are taking on not to wear makeup, styling hair, and wearing what has always been a mens wear characteristic such as neckties. It is true that a necktie gives reflects accountability, reliability, astuteness, and status, thus, a scarf may not be enough neckwear for women. These body attachments are not only a form of fashionable clothing, but used also to show the uniqueness of an individual. When a job requirement is divergent communication with customers as in sales or public relations, important qualities for selection are good health and good- looking, as well as knowledge and familiarity with the product or firm. Nevertheless, not all managers appreciate these views; instead, they worry perhaps too much about the fashion outlooks, which can be a preference for selection. Psychological theories related to Fashion The bases of psychoanalysis theory as explained by Sigmund Freud are four principles: Organization of personality. Psychosexual phases of development. Instinctive psychological activity. Psychoanalytic method of psychotherapy. Many psychologists applied Freuds psychoanalytic theory to the study of fashion: Theory of shifting attractive zones Fashion historian, James Laver the art historian (1899-1975) theorized the attraction or seduction principle is what governs women fashions. For that, the main drive behind changes in women fashions was the wish to attract the opposite gender. On the other hand, what governs changes in mens fashions is the hierarchy (pecking order or ladder) principle meaning that fashionable mans style highlights the socioeconomic status more than anything else does. According to Laver, females dress, attracts males by discriminatively covering and hiding certain parts of the female anatomy. Thus, different fashions are based on shifting attractive zones. Fashion helps to keep interest in the body by building what can be called attractive capital that is covering up parts for longtime enough to build up a sense of delight when seeing them again. Sexual symbolism of clothing Alison Lurie the American novelist (born in 1926) applied the psychoanalytic theory in her description of what ones handbag communicates. Gender attraction is not all a handbag communicates. Its contents represent the contents of mind, or act as a portable identity clue. At the same time, however, the bag suggests magnet information in the eyes of the observer. A tightly closed, fastened, and folded purse points to a woman who protects her seclusion (physical and emotional). An open-topped heavily loaded bag, points to an open, trusting personality, which may call for approach. A handbag that has many compartments, points to a methodical organized mind or a woman who engages in many activities in life. A one-compartment handbag, on the other hand, points to the opposite especially if disorganized and mixed up. The executive woman who carries a handbag and a brief case together may have two opposing inconsistent characteristics. Lurie, in her book, also discusses the imagery associate d with mens wear (umbrellas, hats, ties, and walking sticks). Fashion is a way of self-expression. It allows people to transfer feelings and thoughts without saying a word, and if I may quote from Thomas Carlyle (the Scottish philosopher and writer 1759-1881); â€Å"Society is founded on fashion†¦ If the cut of the costume signals intellect and talent, then the color suggests temper and heart†.

GYM PAPER :: essays research papers

Why I signed up for aerobics fitness and what it has done for me.   Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚     Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  Ã‚  I decided to sign up for aerobics/fitness because I thought it would do more for me physically and mentally than normal gym would. Personally I believe that normal gym is boring and if you’re not good at some sports like me it can be difficult to concentrate or even really care about gym class. When I took gym I personally didn’t care or really try hard. Now to this day it makes me disappointed, I wish I would have tried harder in what we were doing or what sport we’d be playing but I always felt no interest or left out. I liked some of the sports don’t get me wrong†¦ for example I really enjoyed and tried when we would play Soccer, Basketball, and volleyball. Yet then again I didn’t favor too much Baseball, track, and swimming. I always felt uncomfortable in normal gym to. I was never really comfortable with the people whom I was in class with. But this year everything, my thoughts and ideas about a diff erent kind of gym changed. I singed up for aerobics fitness because I thought it would help me in what I wanted to accomplish. I didn’t want to play sports I wanted to build my muscles. This year singing up for aerobics fitness was one of the best ideas I ever had. I can really say that I enjoyed this class more than most others. Aerobics fitness has helped me physically. I can run with out getting winded right away and I can lift weight I never thought I could lift. I can already tell a difference in my body. My legs are stronger and more muscular along with my arms. I am more active at home. I lost weight thanks to the class. Aerobics fitness has changed me in a couple ways. It though me to try harder in what I do. It thought me to set more goals for my self and beat them. I liked my classmates this year, which I think, helped me with being comfortable with the class. In this class I really enjoyed swimming. The game days are alright but I really like the way we rotate from weight lifting on the benches and on the different machines to the videos, the videos help a lot because after there done some times the next day you can feel it in your legs and arms.

Exploring Death in the Novels, Moby Dick and Ahabs Wife :: Moby Dick Essays

Exploring Death in the Novels, Moby Dick and Ahab's Wife Nineteen years of my life has passed. By age nineteen, Una Spencer of Ahab's Wife had experienced numerous cycles of contentment and isolation, safety and loss. I cannot pretend to say that I have lived even as marginally an emotionally tumultuous life as Una's, but like most people, I can say something of loss and sacrifice. One of the last things my grandmother said on the hospital bed in which she died was to ask my mother whether I had been accepted to my first-choice college. I was not with my grandmother when she died, but the fact that she had asked about something so inconsequential and irrelevant about my life reveals the way she viewed her own life and death: without idealization, regret, or fear. She instead left my family with a legacy of love, selflessness, and beauty. "Don't ask when you will die. Ask how you can live more fully...Am I dying? No. I am living until I can't live anymore" (Caputo). Stated by a writer with terminal cancer, this quotation encompasses how I want to live my life, which is why I have a difficult time understanding the characters of Moby Dick and Ahab's Wife, particularly those of the former. Many of the crew on damned Pequod knew that their ship was destined for death, yet they did not protest their lot, but rather accepted their inevitable fate with an emotionless resignation as though they had died even before they stepped foot on the ship. They died as if to avoid the pain of living; a passive suicide. The crew of the Sussex, however, was less overt in their willingness to end their lives because they had led a comparatively gratifying existence. Giles and Kit had their companionship to savor on quiet nights, while Captain Fry had Chester to love. These characters were not emotionally-devoid, just weak of spirit-too de pendant on ephemeral quiet waters to keep them safe. Death seems to be a recurrent presence in both novels. Almost all of the characters of Moby Dick perish by the end of the novel, while many of the people whom Una loves are abruptly taken from her life. However, there is a discrepancy in the manner in which the various characters meet their end. Both captains are suicidal, but there is a much larger element of sadness in Captain Fry's death.

Fairwood Annual Report

Contents Corporate Information Highlights and Financial Calendar Chairman’s Statement Financial Review Pro? le of Directors Report of the Directors Corporate Governance Report Independent Auditor’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 OFFICECanon’s Court, 22 Victoria Street Hamilton HM12, Bermuda Canon’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 Queen’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$123. 8 million), up 5. 4% Proposed final dividend of HK38. 0 cents per share and a special final dividend of HK40. 0 cents per share to commemorate the 40th anniversary, representing a total dividend per share for the year increased by 39% to HK100. 0 cents (2011: HK72. 0 cents) Gross pro? t margin was 13. 4% (2011: 14. 5%) 24. 6% 98. 5 Return on average equity1 was 24. 1% (2011: 24. 6%) Basic earnings per share were HK104. 45 cents (2011: HK98. 55 cents) The year 2012 marked the 40th anniversary of Fairwood, our efforts had been recognised and obtained a number of awards related to brand, service and human resources management during the year 1 Note 1: Return on average equity is de? ned as pro? t for the year attributable to equity shareholders of the Company excluding the compensation received for surrender of a tenancy lease and the gain on disposal of non-current assets held for sale against the average total equity at the beginning and the end of the year 3. 4% 1 14. 5% 24. 1% 104. 45 FINANCIAL CALENDAR Interim results announcement Paid date of the interim dividend Annual results announcement 29 November 2011 23 December 2011 27 June 2012 Closure of register of members – Annual general meeting – Proposed fina l and special final dividends 7 September 2012 to 11 September 2012 (both days inclusive) 18 September 2012 to 20 September 2012 (both days inclusive) 11 September 2012 On or before 3 October 2012 Annual general meeting Payable date of the final and special final dividends 4 FAIRWOOD HOLDINGS LIMITED TURNOVER (HK$’m)PROFIT ATTRIBUTABLE TO EQUITY SHAREHOLDERS (HK$’m) 2,100 1,800 6% GR CA 1,665 1,665. 9 1,665. 9 ,665 1,562. 3 ,56 160 1,829. 5 1,829. 5 ,829. 5 140 120 100 101. 0 101. 0 0 0 % R7 AG C 130. 6 123 8 123. 8 1,500 1,200 1,433. 5 1,465. 5 1,465. 5 , ,465 93. 3 80. 0 80 900 60 600 300 0 40 20 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 CAGR: Compound Annual Growth Rate BASIC EARNINGS PER SHARE (HK cents) NET ASSETS (HK$’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 Chairman’s Statement TO OUR SHAREHOLDERS On be half of the Board of Directors (the â€Å"Board†), I am pleased to present the annual results of Fairwood Holdings Limited (the â€Å"Company†) and its subsidiaries (collectively referred to as the â€Å"Group†) 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 Group’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 Chairman’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 consumers’ 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 – 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 – 2011 – â€Å"Hong Kong Top Service Brand Awards 2011† by The Chinese Manufacturers’ Association of Hong Kong and Hong Kong Brand Development Council â€Å"Hong Kong Proud Brands Award† 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 – â€Å"2011 Hong Kong Awards for Industries: Customer Service Grand Award† by the Hong Kong Retail Management Association â€Å"Service & Courtesy Award† b y the Hong Kong Retail Management Association â€Å"Customer Service Excellence Award† by the Hong Kong Association for Customer Service Excellence â€Å"Hong Kong International Airport Customer Service Excellence Programme: Team Award and Individual Award† by The Airport Authority Hong Kong â€Å"2011 Total QualityService Regime: Quality Service Award in the General Retail – Food and Beverage (Self-serve) Category† by MTR Corporation – – – 2011 – By adhering to our motto: â€Å"Enjoy Great Food, Live a Great Life†, 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 – – – â€Å"2011 Distinguished Family-Friendly Employer† by the Family Council â€Å"ERB Manpower Development Scheme Awar d† by the Employees Retraining Board â€Å"Catering Industry Safety Awards† by the Labour Department and Occupational Safety & Health Council 9 Chairman’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 customers’ 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 colleagues’ 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 shareholders’ advice, strengthen our business model, improve our competitiveness, and achieve satisfactory returns in appreciation of their loyalty and support. APPRECIATIONStepping into Fairwood’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 Group’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 Group’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 Group’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 Group’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 Group’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 Group’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). Employees’ 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 years’ 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 â€Å"Stock Exchange†). 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 years’ 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 years’ 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 â€Å"Ocean Grand Holdings Limited†), 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 Company’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 â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) has pleasure in submitting their annual report together with the audited ? nancial statements of the Company and its subsidiaries (collectively referred to as the â€Å"Group†) for the year ended 31 March 2012. Principal Place of Business Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda The Company is incorporated in Bermuda. Its registered of? e is situated at Canon’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 Group’s ? ve largest customers and suppliers represent less than 30% (2011: less than 30%) of the Group’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 Company’s and the Group’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 â€Å"Stock Exchange†).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 Company’s listed securities by the Company or any of its subsidiaries during the year. 24(d) Directors The Directors of the Company (the â€Å"Directors†) 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 DirectorsDirectors’ and Chief Executives’ 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 â€Å"SFO†)) 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 â€Å"Model Code†) 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 – Corporate interests – Other interests 55,435,384 1 (Note 1) Chan Chee Shing Mak Yee Mei 15,000 680,000 – – – – – – 1,000,000 320,000 1,015,000 1,000,000 0. 2% 0. 80% to Share Options – 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 (â€Å"Neblett†) and CFJ Holdings Limited (â€Å"CFJ†). 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 Directors’ and Chief Executives’ Interests and Short Positions in Shares, Underlying Shares and Debentures (continued) (b) (b) Interests in Fairwood Fast Food Limited (â€Å"FFFL†) 10 Non-voting deferred shares of HK$10 each Personal interests Dennis Lo Hoi Yeung 11,500 Family interests – Corporate interests –Other 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 (â€Å"Pengto†), 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 â€Å"Share Option Scheme† 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 Directors’ and chief executives’ interests under the Company’s share option scheme are also set out in the section â€Å"Share Option Scheme† 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 â€Å"2002 Option Scheme†) and adopted a new share option scheme (the â€Å"2011 Option Scheme†) 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 Company’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 â€Å"2002 Option Scheme Qualifying Grantee†) 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 Company’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 Company’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 â€Å"2011 Option Scheme Qualifying Grantee†) 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 Company’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 – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – 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 – 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 – (480,000) (320,000) – 6. 30 HK$6. 30 6. 23 HK$6. 23 11. 68 HK$11. 68 – – (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 – 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 – – – 50,000 10. 96 HK$10. 96 10. 60 HK$10. 60 – – – (30,000) 60,000 7. 69 HK$7. 69 7. 30 HK$7. 3 0 11. 46 HK$11. 46 – (60,000) (35,000) – 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 – Date granted Number of options lapsed Exercisable during period the year – Number of options exercised during the year – 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 – 16 February 2011 20% Exercisable in ? ve tranches of 20% during the period from 16 February 2012 to 15 February 2017 – Employee 28 April 2011 20% Exercisable in ? e tranches of 20% during the period from 28 April 2012 to 27 May 2019 – Employee 28 April 2011 20% Exercisable in ? ve tranches of 20% during the perio d from 1 July 2011 to 30 June 2016 – Employee 9 May 2011 20% Exercisable in ? ve tranches of 20% during the period from 9 May 2012 to 8 May 2019 800,000 – – 800,000 10. 88 HK$10. 88 10. 82 HK$10. 82 – 100,000 (80,000) (20,000) – 10. 91 HK$10. 91 10. 84 HK$10. 84 11. 76 HK$11. 76 800,000 – – 800,000 10. 91 HK$10. 91 10. 84 HK$10. 84 – 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 â€Å"Listing Rules†). 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 (â€Å"New Champion†) 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$’000 Rent for the year Rental deposits at 31 March 1,440 360 2011 HK$’000 1,440 360 (b) 28(c) (b) Tenancy agreement with Hibony Limited (â€Å"Hibony†) As detailed in note 28(c) to t he ? nancial statements, FFFL leased a property from Hibony for three years from 1 March 2012 for the operation of a fast food restaurant that had to be relocated due to urban renewal.As Hibony is an associate of Mr Dennis Lo Hoi Yeung (a Director of the Company), the entering into the lease constituted continuing connected transaction for the Company. Details of rent and deposits paid by FFFL relating to the property for the above transaction are as follows: 2012 HK$’000 Rent for the year Rental deposits at 31 March 208 660 2011 HK$’000 – – 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 â€Å"Transactions†) 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 Company’s auditor was engaged to report on the Group’s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 â€Å"Assurance Engagements Other Than Audits or Reviews of Historical Financial Information† and with reference to Practice Note 740 â€Å"Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules† 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 auditor’s letter has been provided by the Company to the Stock Exchange. (i) (ii) (iii) (iv) 3000 740 14A. 38 Directors’ Interests in Contracts Save as the transactions disclosed in the section headed â€Å"Continuing Connected Transactions†, no contract of signi? cance to the Group’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 Directors’ 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 Company’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 â€Å"MPF Scheme†) 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 â€Å"Board†) of Fairwood Holdings Limited (the â€Å"Company†) 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 â€Å"CG Code†) contained in Appendix 14 of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the â€Å"Listing Rules†) 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 (â€Å"Stock Exchange†) introduced a number of amendments to the CG Code and associated Listing Rules that are to be effective in 2012 (â€Å"Revised Code†). 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 â€Å"Model Code†) as set out in Appendix 10 of the Listing Rules for securities transactions by the Directors of the Company (the â€Å"Directors†). 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 Company’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 Company’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:– 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 (â€Å"INED(s)†) 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:– 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 auditor’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 Company’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 â€Å"Bye-laws†) 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 Company’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 Company’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