特速集团 2008年报

特速集团 2008年报

特速集团 2008年报

2 Corporate Information

3 Chairman's Statement

10 Management Discussion and Analysis

14 Directors and Management Pro?le

18 Report of the Directors

Contents目錄

30 Corporate Governance Report

34 Independent Auditors' Report

36 Consolidated Income Statement

37 Balance Sheets

39 Consolidated Cash Flow Statement

42 Consolidated Statement of

Changes in Equity

44 Notes to the Financial Statements

158 Financial Summary

159 Particulars of Major Properties

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

Corporate information

公司資料

BoarD of DireCtorS

Chan Heng Fai (Managing Chairman)Chan Tong Wan (Managing Director)Chan Tung Moe (Chief Executive Officer)Chan Yoke Keow

Chan Sook Jin, Mary-ann Fong Kwok Jen

Wong Dor Luk, Peter Da Roza Joao Paulo Chian Yat Ping

aUDit Committee

Wong Dor Luk, Peter Da Roza Joao Paulo Chian Yat Ping

Joint CompanY SeCretarieS

Chan Suk King, Zoe Yuen Ping Man

QUaLifieD aCCoUntant

Wong Shui Yeung

aUDitorS

Grant Thornton

Certified Public Accountants

SoLiCitorS

Herbert Smith

prinCipaL BanKerS

American Express Bank Limited Hang Seng Bank Limited

SHare reGiStrarS

Tricor Friendly Limited 6/Floor, Tesbury Centre 8 Queen’s Road East Hong Kong

reGiStereD offiCe

5th Floor

Island Place Tower 510 King’s Road

North Point, Hong Kong

WeBSite

StoCK CoDe

Stock Exchange : 185Bloomberg : 185 HK Reuters

:

0185.HK

董事會

Da Roza Joao Paulo

審核委員會

Da Roza Joao Paulo

聯席公司秘書

合資格會計師

核數師

律師

主要往來銀行

股份過戶登記處

8 6

註冊辦事處

510 5

網址

股份代號

185 185 HK 0185.HK

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報0 CHAIRMAN’S STATEMENT

主席報告I am pleased to submit to you the annual report of Xpress Group Limited (the “Company”) for the year ended 1 March 2008.FINANCIAL PERFORMANCE

The Group achieved historic highs in turnover of HK$1,4 1 million, representing an increase of HK$742 million or 108% from the corresponding period last year. Net profit amounted to HK$12.2 million, compared to HK$40.1 million for 2007. Earnings per share amounted to HK0.68 cents (2007: HK2. 5 cents).

This year, the international crude oil prices have been continuously climbing. The financial results of the travel and hospitality division was disappointing because the business was materially and adversely affected by the high price of jet fuel. On the other hand, as the US sub-prime crisis spreads, both the World Bank and the International Monetary Fund have lowered their estimate of the global economy growth rate for 2008. China’s increasingly tightened monetary policy and growing inflationary pressure will cause certain cost pressure and market risks to the Group.BUSINESS REVIEW

Travel Division

The travel division operates through a number of subsidiaries including:

Anglo-French Travel Pte Ltd (“Anglo-French”), a Singapore

company which focuses on corporate travel for small and medium enterprises, government statutory boards, MNCs and global companies’ leisure travel. These include land packages and tours, “MICE” (Meetings – Incentives – Conventions – Exhibitions) and wholesale agent airline ticketing businesses. Anglo-French ranked number 11 amongst 209 Billing and Settlement Plan Agents in Singapore (source: IATA). This ranking includes corporate ticketing, leisure, “MICE” and wholesale agents. During the year, Anglo-French contributed HK$627.8 million to the Group’s turnover. Nihon Kotsu Travel Service Co. Ltd. (“Nikko”), a Japan company 100% acquired in June 2006, was established and granted a first class travel agent license in 1962. Since then, Nikko has developed and extended its businesses including corporate travel and both domestic and overseas leisure travel. Nikko’s package tour is operated under the brand name “Try Tour” which is widely recognized as a wholesale market leader for packages to Hong Kong, Okinawa and Korea.

財務表現 1,4 1,000,000 742,000,000 108% 12,200,000 40,100,000 0.68 2. 5

業務回顧旅遊分部 Anglo-French Travel Pte Ltd Anglo-French MICE Meetings-Incentives-Conventions-Exhibitions Anglo-French 209 11 IATA MICE Anglo-

French 627,800,000

N i h o n K o t s u Tr a v e l S e r v i c e C o. L t d.

Nikko

Nikko

Nikko

Nikko Try Tour

Try

Tour

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

04

CHAIRMAN’S STATEMENT

主席報告

In 200 , Nikko was incorporated as a 100% subsidiary of Nihon Kotsu Co. Ltd. and started trading as Nikko Travel Service Co. Ltd. It is now responsible for all travel related businesses formerly undertaken by Nihon Kotsu Co. Ltd. and has offices in Tokyo and Osaka.

During the year Nikko was merged with Crystal Travel Co., Ltd. (“Crystal”) and changed its name to “Xpress Travel Limited”.

Makino Air Travel Service Ltd. (“Makino”), a Japan company 52% acquired in March 2007, is a well established travel agency in Sapporo City, Hokkaido, Japan founded in 1961. It has over 700 corporate clients from the private sector to official bodies including government offices in Hokkaido. In addition to corporate clients service, its major leisure product is FIT golf package under product brand name ‘M-GOLF’ which is well known at Hokkaido. Makino holds IATA and 1st category license in Hokkaido.

Crystal, a Japan company 100% acquired in July 2007, which has a retail network of 21 travel stores – 16 in Kansai and 5 in the Greater Kanto area. During the year, the Group re-branded all the Crystal Travel outlets to Xpress Travel stores, in line with the Xpress Group’s global branding strategy and merged its business to Xpress Travel Limited.

Hotels and Hospitality Division

The hotels and hospitality division operates through a number of subsidiaries including:

Sapporo Holdings Co. Ltd. (“Sapporo”), a Japan company 100% acquired in July 2006, was established on 8 March 2004 for the purpose of operating investments, inns and hotels. Its principal asset is a hotel known as Hamilton Hotel located in Chuo Ward, Sapporo City, Japan.

Hamilton Hotel is an eight-storey building erected over a one-level basement. It comprises a total of 10 guestrooms of various types including a Japanese room, a meeting room, a haircut saloon, a Japanese restaurant and esthetic saloon. The total gross floor area of Hamilton Hotel is approximately ,209 square meters.

Nikko Nihon Kotsu Co. Ltd. Nikko Travel Service Co. Ltd. Nihon Kotsu Co. Ltd. N i k k o C r y s t a l Tr a v e l C o., L t d. Crystal Xpress Travel Limited ?

M a k i n o A i r T r a v e l S e r v i c e L t d.

Makino 52% Makino Makino 700 Makino M-GOLF FIT Makino IATA ?

Crystal 21 16 5 Crystal Travel Xpress Travel Xpress Travel Limited

酒店及款待分部

Sapporo Holdings Co. Ltd. Sapporo

Sapporo Sapporo Hamilton Hotel

Hamilton Hotel 10 Hamilton Hotel ,209

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報05CHAIRMAN’S STATEMENT

主席報告 During the year, the Group further expand its hotel portfolio

by acquiring two hotel holdings companies, Aizuya Co. Ltd. (“Aizuya”) and Hotel Plaza Miyazaki Co. Ltd. (“Hotel Plaza Miyazaki”).

Hotel Plaza Miyazaki is located at Southern side of Japan Kyushu Island, Miyazaki City is the second largest city on Kyushu Island. It is one of the well-known hotels situated at the center of city, 10 minutes from Miyazaki Station along Oyodogawa riverside. The hotel has 164 rooms provides full service including 15 different size banquet rooms, 4 meeting rooms, a river view sky restaurant/lounge, 2 Japanese restaurants, 1 karaoke room, 1 bar and 1 lobby lounge. In addition, the hotel has a natural hot spring spa facility with in and out door hot spring bath, sauna and massage service open to staying guest and day use visitor. Aizuya is a traditional Japanese hot spring inn located at Nasu, Tochigi prefecture, a famous mountain resort area which is approximately 2 hours drive from Tokyo downtown. It has total 22 rooms including 2 rooms with hot spring open bath. It can accommodate total over 60 guests at one time. Facilities include 2 large hot spring baths, 2 private hot spring open baths for staying guest exclusive use at charter base, 2 massage rooms serve female clients only, 1 restaurant serving dinner & breakfast and 1 souvenir shop including Aizuya private label item such as Sake, Soba (Japanese noodle) etc.Credit Card Division

The credit card business of the Group is operated through Xpress Finance Limited (“Xpress Finance”). The economy was robust in the past one year, coupled with steady employment and consumer spending propelled the business environment to improve. As a result, the credit card holders tend to repay the outstanding retail spending and the credit card business recorded a turnover of approximately HK$10.0 million, representing an increase of 28% from 2007.

In November 2006, Xpress Finance has launched its i Xpress MasterCard, the first and the only fully customizable MasterCard in the Asia Pacific Region. This new innovative i Xpress MasterCard allow customers to design the whole card face through online design system and to select their preferred interest/cash rebate combination card features. During the year, Xpress Finance rolled out various card acquisition programs to attract target segments for customized card. For parents & baby segment, the “i Xpress Baby MasterCard” was launched and we have also converted existing The Baby Club MasterCard cardholders into i Xpress Baby MasterCard. For pets segment, we have launched the first Aizuya Co. Ltd Aizuya Hotel Plaza Miyazaki Co. Ltd. Hotel Plaza Miyazaki Hotel Plaza Miyazaki 10 164 15 4 2 1 OK 1 1

Aizuya

22 2

Aizuya 60

2 2

2

1

1 Aizuya

Sake Soba

信用卡分部 10,000,000 28% i Xpress i Xpress i Xpress Baby The Baby Club i Xpress Baby

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

06

CHAIRMAN’S STATEMENT

主席報告

Co-Branded MasterCard program with customized card face for pet lovers, the “ Xpress Finance Co-Branded MasterCard” program, in August, 2007. () is one of the most popular and active website in Hong Kong which provides comprehensive information related to pets. For youth segment, in September, 2007, we have launched the “i Xpress Students MasterCard” program targeting at students of Universities and the “ Xpress Finance Co-Branded MasterCard” program aim at attract the younger crowd. () is one of the most popular discussion forum websites in Hong Kong with over 1 million members and approximately daily visitors of over 100,000 members to its website.

By using its unique customized card platform, in April 2007, Xpress

Finance also launched another innovative product, i Xpress MasterCard Gift Card. This is the first customized MasterCard gift card in Hong Kong. Gift card (especially with our customized card face function) serves as a gift to friends and family members on special occasions, such as birthdays, weddings and anniversaries. Examples of i Xpress Gift Card for special events such as Diocesan School Old Boy’s Association Annual Ball 2007, The Best of Macao 2007 program by MasterCard Worldwide, Hong Kong Cat Fans Club’s launch event, and Panorama Stock Bowling Tournament event. Similar to i Xpress MasterCard, cardholders of i Xpress Gift Card can enjoy the convenience of shopping throughout the MasterCard networks all over the world. Unlike for a credit card, the purchase of Gift Card does not require submission of income/assets proof which broaden our customer base. i Xpress customization concept has helped to establish brand differentiation, increase card usage, deepen cardholder loyalty and boost card acquisition rate. Several awards were received since the launch of i Xpress MasterCard, namely, awards were received from MasterCard Worldwide “The most innovative online program launch in 2006 in Hong Kong” in April, 2007, “The Winner of The Highest Growth Rate in 2007– Cardholder Spending in Hong Kong” and “The Winner of The Highest Growth Rate in 2007 – Number of Open Cards in Hong Kong” in March, 2008. One award was received from Hong Kong General Chamber of Commerce, “2007 Hong Kong Awards for Industries – Innovation and Creativity Award” in February 2008.

i Xpress Students () 1,000,000 100,000

i Xpress i Xpress 2007 MasterCard Worldwide The Best of Macao 2007 Panorama Stock i Xpress i Xpress i Xpress i Xpress MasterCard Worldwide 2006 2007 2007 2007

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報07CHAIRMAN’S STATEMENT

主席報告On the sales and marketing frontier, Xpress Finance continue to run proven programs such as product installment and cash installment plans, personal loans, merchant joint promotions, recurrent transaction promotions, member-get-member programs and bonus point promotions, cash rebate incentives and various other initiatives that stimulate customer spending, improve the active ratio and retain the loyalty of existing customer base.SINGXPRESS LTD

As at 1 March 2008, the Group held approximately 1% of SingXpress Ltd (“SingXpress”), a Singapore listed associate of the Group.On 14 February 2008, the Company entered into a sale and purchase agreement with SingXpress regarding the proposed disposal of (i) the entire and paid-up share capital of Singapore Service Residences Pte Ltd (“SSR”) and (ii) the entire and paid-up share capital of SingXpress International Pte Ltd (“SI”), (iii) a 60% equity interest in Anglo-French Travel Pte Ltd and (iv) the shareholder’s loan advanced to each of SSR and SI at a consideration of S$ 5,9 6,624 to be satisfied by the issue and allotment of new ordinary shares in the capital of SingXpress Ltd. The agreement was cancelled on 22 April 2008.RSI INTERNATIONAL SYSTEMS INC.

The Group holds approximately 0% in RSI International Systems Inc. (“RSI”), a dynamic public company head-quartered in North Vancouver, British Columbia. RSI has been providing computerized property management and reservation systems to the hotel & resort industry since 1978. Today, satisfied customers across North America and Europe are using its proven web-based software solutions for virtually every type of property and accommodation management application including real-time online reservations capability.

The Group is working with RSI to take advantage of its hotel industry and information technology expertise to complement our travel and hotel related businesses. S I N G X P R E S S LT D SingXpress Ltd SingXpress 1%

SingXpress

(i )S i n g a p o re S e r v i c e R e s i d e n c e s P t e L t d

SSR (ii)SingXpress

International Pte Ltd SI

(iii)Anglo-French Travel Pte Ltd 60%

(iv) SSR SI

5,9 6,624

SingXpress Ltd

R S I I N T E R N AT I O N A L S Y S T E M S I N C. RSI International Systems Inc. RSI 0% RSI RSI RSI

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

08

CHAIRMAN’S STATEMENT

主席報告

NOVENA HOLDINGS LIMITED

The Group holds approximately 1 % in Novena Holdings Limited (“Novena”), a Singapore based listed company that is known as a consumer lifestyle player in furniture and beauty products. Its range of furniture, marketed under the brands Novena, Modern Living, The White Collection, Natural Living, Castilla Design, Castilla Modern, Castilla Premium, Art of Living and Living Lifestyle, caters to the needs of different consumer lifestyles. Novena’s comprehensive range of beauty products and services, typically beauty and personal care items, are marketed under the household name of Beaute Spring. Over the years, Novena has received numerous awards in recognition of their superior business operations. These include the prestigious Superbrands Award which recognizes some of the world’s greatest brands and the Singapore Promising Brand Award which recognizes SMEs which have shown outstanding performance in brand communication. Novena strives to continuously upgrade its production and merchandising values in order to provide the best retail experience, products and services.

PROPERTY INVESTMENT

During the year, the Group entered into an agreement for the disposal of a property located in Singapore at a consideration of approximately S$26.4 million and entered into an agreement with a property developer in Singapore to purchase a property located in Singapore for a consideration of approximately S$6.9 million. Property investments have performed well, with higher rents and increases in fair-valuation changes of HK$69.7 million.

OUTLOOK

We will continue our business strategy of focusing on the travel, leisure and hospitality businesses as well as our consumer finance and the credit card business. The Board and management will continue to focus on the strategic development of the Group through strategic partners and alliances, the development of our own brand names to achieve international recognition and achieving economies of scale for our existing businesses.

The Group will continue in its direction to diversify its business risk through the expansion and development of its existing businesses in corporate finance, consumer finance, credit cards, and travel related activity outside of Hong Kong with a strong focus in Singapore, the PRC and Japan. The Group seeks to create synergies in the activities and businesses it currently has and will undertake in future. The Group’s cash position remains healthy which, together with the

羅敏娜控股有限公司

1 % Novena Modern L i v i n g T h e W h i t e C o l l e c t i o n N a t u r a l Living Castilla Design Castilla Modern C a s t i l l a P r e m i u m A r t o f L i v i n g L i v i n g Lifestyle Beaute Spring Superbrands Award Singapore Promising Brand Award

物業投資

26,400,000 6,900,000 69,700,000

展望

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報09CHAIRMAN’S STATEMENT

主席報告continued growth of our core businesses and prudent investment strategies, makes us highly competitive. We strive to take advantage of new opportunities and develop new strengths and strategies to thrive in a different world.

We have entered into a letter of confirmation with a security house in Japan to study the feasibility of applying for a secondary listing of and a quotation for its shares on the Tokyo Stock Exchange, however in view of the declines in the prevailing securities market worldwide, we are of the opinion that it is not in the best interests of the Company and the shareholders to proceed with the secondary listing in the present circumstances.

Xpress Finance Limited (“Xpress Finance”) will continue to design tailor made card acquisition programs, spending and retention programs to increase card base and card usage. The unique features of i Xpress MasterCard customization have been widely accepted by the customers, Xpress Finance will continue capture new market segments and its distribution network by issuing affinity/co-branded credit card using this customization platform. To satisfy different demands in the consumer finance market, Xpress Finance will continue to increase its personal loan sales to attract quality customers by direct marketing and telemarketing and widen its sales channel. The Group will also pursue a regional expansion of its credit card and other consumer lending services.

On corporate social responsibility, the Group through Xpress Finance has received the “Caring Company” award for years in recognition of its continuous support to various charity programs.APPRECIATION

On behalf of all the directors, I would like to express my sincere thanks to everyone at Xpress Group for their hard work and contribution, and to our investors, bankers and everyone else for their continuing support. It is also my pleasure to thank all my fellow Board members for the wisdom and guidance rendered so unstintingly throughout a challenging year.CHAN HENG FAI

Managing Chairman

Hong Kong, 28 July 2008 i Xpress 致謝

陳恒輝

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

10

MANAGEMENT DISCUSSION AND ANALYSIS

管理層討論及分析

FINANCIAL REvIEw

The Group recorded a turnover of approximately HK$1,431 million for the year ended 31 March 2008, representing an increase of approximately 108% as compared to the year ended 31 March 2007. The increase in turnover was mainly due to the acquisition of Makino Air Travel Service Co., Ltd., Hotel Plaza Miyazaki Limited and Crystal Travel Co., Ltd. in March 2007, June 2007 and July 2007 respectively which contributed approximately HK$394 million to the Group’s turnover. The profit attributable to shareholders for the year ended 31 March 2008 was approximately HK$12.2 million as compared to the HK$40.1 million in 2007.

The earnings per share for the year was HK0.68 cents when compared with HK2.35 cents in last year.

LIqUIDITY AND CApITAL RESOURCES

During the period under review, the Company raised approximately HK$6.5 million from the exercise of options and warrants resulting in the issue of approximately 64.3 million shares. Bank balance and cash amounted to approximately HK$223 million (31 March 2007: HK$192 million).

As at 31 March 2008, the Group’s current ratio was 1.77 (31 March 2007: 3.47) and had a net cash of approximately HK$51.8 million when compared with the gearing ratio of 4.1% in 2007, defined as the ratio of total borrowings less cash balances to total assets.

MATERIAL ACqUISITIONS AND DISpOSAL FOR MATERIAL INvESTMENTS

(a) Increase in investment in eBanker

During the year, an indirect 35.03% owned subsidiary of the Company, eBanker , Inc. (“eBanker”) offer a rights issue to its shareholders on a pro-rata basis at a price of US$0.25 per rights share on the basis of ten rights shares for every three eBanker shares held by the shareholders of eBanker on 26 May 2007. The Group applied excess rights shares and the interest in eBanker was increased from 35.0% to 81.8% upon completion of the rights issue.

(b) Increase of investment in RSI International Systems Inc.

(“RSI”)

During the year, the Group increased its equity interest in RSI from approximately 19% to approximately 30% and RSI was reclassified as an associate of the Group.

財務回顧

1,431,000,000 108% Makino Air Travel Service Co., Ltd. Hotel Plaza Miyazaki Limited Crystal Travel Co., Ltd. 394,000,000 12,200,000 40,100,000 0.68 2.35

流動資金及資金來源

64,300,000 6,500,000 223,000,000 192,000,000 1.77 3.47 4.1% 51,800,000

有關重大投資之重大收購及出售

(a ) 於e B a n k e r 之投資增加

35.03% eBanker , Inc. eBanker 0.25 eBanker eBanker eBanker 35.0% 81.8%

(b ) 於R S I I n t e r n a t i o n a l S y s t e m s

I n c.（「R S I 」）之投資增加

RSI 19% 30% RSI

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報11MANAGEMENT DISCUSSION AND ANALYSIS

管理層討論及分析(c) Acquisition of hotel holding companies

During the year, the Group entered into an agreement with an independent third party to acquire the entire interest of Kabushiki Kaisha Aizuya (“Aizuya”), a company incorporated in Japan which operates a hotel business and the shareholder’s loan for a total consideration JPY220 million. The acquired businesses contributed revenues of approximately HK$1.0 million and net loss of approximately HK$2.4 million to the Group for the period from the date of acquisition to 31 March 2008. Due to a lack of HKFRS – specific data prior to the acquisition of Aizuya, pro forma profit or loss of the combined entity for the complete 2008 annual reporting period cannot be determined reliably.

During the year, the Group entered into an agreement with an independent third party to acquire the entire interest of Hotel Plaza Miyazaki Co. Ltd. (“HPM”), a company incorporated in Japan which operates a hotel, for a consideration of JPY300 million. The acquired businesses contributed revenues of approximately HK$49.6 million and net loss of approximately HK$7.1 million to the Group for the period from the date of acquisition to 31 March 2008. Due to a lack of HKFRS – specific data prior to the acquisition of HPM, pro forma profit or loss of the combined entity for the complete 2008 annual reporting period cannot be determined reliably.(d) Disposal of a property

During the year, the Group entered into an agreement for the disposal of a property located in Singapore at a consideration of approximately S$26.4 million.(e) Acquisition of property

During the year, the Group entered into an agreement with a property developer in Singapore to purchase a property located in Singapore for a consideration of approximately S$6.9 million.(f) Acquisition of a travel service company

During the year, the Group entered into a sale and purchase agreement for the acquisition of the entire equity interest in Crystal Travel Co., Ltd. (“Crystal”), a travel service company operating in Japan, at a consideration of approximately JPY52 million. The acquired businesses contributed revenues of approximately HK$101.2 million and net profit of approximately HK$4.2 million to the Group for the period from the date of acquisition to 31 March 2008. Due to a lack of HKFRS – specific data prior to the acquisition of Crystal, pro forma profit or loss of the combined entity for the complete 2008 annual reporting period cannot be determined reliably.(c ) 收購酒店持有公司 Kabushiki Kaisha Aizuya Aizuya 220,000,000 1,000,000 2,400,000 Aizuya Hotel Plaza Miyazaki Co. Ltd. HPM 300,000,000 49,600,000 7,100,000 HPM

(d ) 出售物業 26,400,000

(e ) 收購一項物業 6,900,000 (f ) 收購旅遊服務公司 Crystal Travel Co., Ltd. Crystal 52,000,000 101,200,000 4,200,000 Crystal

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

12

MANAGEMENT DISCUSSION AND ANALYSIS

管理層討論及分析

CApITAL ExpENDITURE AND COMMITMENTS

At the balance sheet date, the Group had authorized and contracted capital commitments of approximately HK$63 million, which was mainly related to capital expenditure for the acquisition of investment properties.

FOREIGN ExChANGE ExpOSURE

Substantially all the revenues, expenses, assets and liabilities are denominated in Hong Kong dollars, U.S. dollars, Japanese yen and Singapore dollars. Due to the currency peg of the Hong Kong dollars to the U.S. dollars, the exchange rate between these two currencies has remained stable and thus no hedging or other alternatives have been implemented by the Group. The Group expected that there is no significant exposure on other foreign currency, but it cannot be assured operating results in future will not be materially affected.

CREDIT RISk MANAGEMENT

The Group’s credit policy defines the credit extension criteria, the credit approval and monitoring processes, and the loan provisioning policy. The Group maintains tight control on loan assessments and approvals and will continue to exercise a conservative and prudent policy in granting loans in order to maintain a quality loan portfolio and manage the credit risk exposure of the Group.

hUMAN RESOURCES

Remuneration packages are generally structured by reference to prevailing market terms and individual qualifications. Salaries and wages are normally reviewed on an annual basis based on performance appraisals and other relevant factors. Apart from salary payments, there are other staff benefits including provident fund, medical insurance and performance related bonus. At the balance sheet date, there were approximately 449 employees employed by the Group. Share options may also be granted to eligible employees and persons of the Group.

pLEDGE OF ASSETS

At the balance sheet date, the Group had pledged bank balances of HK$3.9 million as securities for the credit card business transactions with MasterCard International Inc. The Group’s borrowings of HK$124.3 million were mainly secured by the investment properties and land and buildings of the Group with an aggregate carrying value of HK$261.6 million, bank balance and securities with carrying value of HK$8.7 million and accounts receivables of HK$59.9 million and floating charge over the asset of a subsidiary.

資本開支及承擔

63,000,000

外匯風險

信貸風險管理

人力資源

449

資產抵押

3,900,000 MasterCard International Inc 124,300,000 261,600,000 8,700,000 59,900,000

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報13MANAGEMENT DISCUSSION AND ANALYSIS

管理層討論及分析CONTINGENT LIABILITIES

At the balance sheet date, the Group has guarantees of HK$12.9 million (31 March 2007: HK$11.4 million) given to a financial institution in respect of banking facilities granted to a supplier of the Group.或然負債 12,900,000 11,400,000

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

14

DIRECTORS AND MANAGEMENT PROFILE

董事及管理人員簡介

DIRECTORS

Mr. Chan Heng Fai , aged 63, is the Managing Chairman of the Company. He has been a director of the Company since September 1992. Mr. Chan is responsible for the overall business development of the Group. His experience and expertise are in the finance and banking sectors. He is the spouse of Ms. Chan Yoke Keow.

Mr. Chan Tong Wan, Tony , aged 33, is the Managing Director of the Company. Mr. Chan began his career by working in two international companies as an investment banker specialising in Asian equity financial products. Subsequently, Mr. Chan worked for a finance and technology company in the United States as the Chief Operating Officer with a focus on its investment banking and merchant banking activities. Mr. Chan joined the Group as a non-executive director in January 2000, was appointed as an executive director in September 2002 and was appointed as Managing Director in August 2003. Mr. Chan holds a Bachelor of Commerce degree with honours, with a Finance specialization, from the University of British Columbia. Mr. Chan is the son of Mr. Chan Heng Fai and Ms. Chan Yoke Keow.Mr. Chan Tung Moe , aged 29, the Chief Executive Officer and a Director of the Company, is responsible for the overall management of the Group’s business. Previously, Mr. Chan was in charge of the overall management of Xpress Finance Limited (“Xpress Finance”), the Group’s credit card business, and also has experience in technical and business development in the finance and technology industries. He holds a Bachelor’s Degree in Applied Science, a Master’s Degree in Electro-Mechanical Engineering and a Master’s Degree in Business Administration. Mr. Chan is the son of Mr. Chan Heng Fai and Ms. Chan Yoke Keow.

Ms. Chan Yoke Keow , aged 59, has been a director of the Company since January 1992. She is responsible for the general administration and financial planning of the Group. She has over 25 years’ experience in financial management and administration. Ms. Chan is a member of the Hong Kong Securities Institute. She is the spouse of Mr. Chan Heng Fai.

Ms. Chan Sook Jin, Mary-ann , aged 37, has been a director of the Company since 1995. Ms. Chan is involved with the securities operations. Ms. Chan has previous experience with one of the leading banks in Hong Kong where she was involved in sales and marketing as well as relationship management for the Regional Securities office. Ms. Chan is the daughter of Mr. Chan Heng Fai and Ms. Chan Yoke Keow.

董事

陳恒輝先生

陳統運先生 University of British Columbia

陳統武先生

陳玉嬌女士

陳淑貞女士

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報15DIRECTORS AND MANAGEMENT PROFILE

董事及管理人員簡介Mr. Fong Kwok Jen , aged 59, Mr. Fong is a Director of Fong Law Corporation, a legal practice. Mr. Fong graduated from the University of Singapore with a LL.B. (Honours). In 1976/77 he was awarded the Colombo Plan Award to attend the Government Legal Officer’s Course in the United Kingdom. In 1986, he attended the NITA Advocacy Programme at Harvard Law School. He was appointed to the Board in 1995. He served as Chairman of the Disciplinary Committee of SGX-ST from 1995 to 2007 and was member of the Securities Industry Council between 1992 and 2003. He was also a Council Member of the Law Society of Singapore from 1990 to 1992. He is a director of several public listed companies.Mr. Wong Dor Luk, Peter , aged 66, has over 31 years experience in the fashion industry including distribution, sourcing, overseeing manufacturing and exporting to international clients in France, the United Kingdom, Germany and the United States. Mr. Wong was appointed as an independent non-executive director in September 1998.Mr. Da Roza Joao Paulo , aged 57, has over 20 years’ experience in human resources, China trade and real estates industry. Mr. Da Roza was appointed as an independent non-executive director of the Company in July 2004.

Ms. Chian Yat Ping, Ivy , aged 43, obtained a Bachelor of Science degree from the State University of New York at Albany. She is a certified public accountant admitted to practise in USA and had eight years working for international CPA firms. She is an international affiliate of the Hong Kong Institute of Certified Public Accountants. Ms. Chian was appointed as an independent non-executive director in September 2006.SENIOR MANAGEMENT

Mr. Wong Shui Yeung , aged 37, is the qualified accountant and Financial Controller of the Group and responsible for the financial and management reporting of the Group, including internal control and policy review, taxation, audit, legal and regulatory affairs. He has 14 years in public accounting, taxation, and financial consultancy and management in Hong Kong. He worked with an international accounting firm prior to joining the Group in 2001. He holds a Bachelor’s Degree in Business Administration and is currently practicing as a certified public accountant in Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute.鄺國禎先生 Fong Law Corporation Colombo Plan Award Harvard Law School NITA (National Institute of Trial Advocates)

Law Society of Singapore

王多祿先生

Da Roza Joao Paulo 先生 Da Roza 錢一平女士

高級管理層黃瑞洋先生

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司16DIRECTORS AND MANAGEMENT PROFILE

董事及管理人員簡介Mr. Yuen Ping Man , aged 44, is the joint Company Secretary and the Senior Manager, Corporate Services of the Group responsible for the corporate secretarial function of the Group. Mr. Yuen is also the Chief Operating Officer of Xpress Finance responsible for compliance, human resource, operations, sales & marketing, customer service and general administration of Xpress Finance. Mr. Yuen has over 15 years managerial experience in corporate secretarial, business development, human resources and general administration. Prior to joining Xpress Finance in June 1997, Mr. Yuen worked in two listed groups and a financial institution. Mr. Yuen holds a Master’s Degree in Business Administration. He is a fellow member of the Institute of Chartered Secretaries and Administrators and of the Hong Kong Institute of Chartered Secretaries, a member of the Hong Kong Securities Institute, the Hong Kong Institute of Human Resource Management, the Hong Kong Institute of Marketing and the Hong Kong Institute of Purchasing & Supply and an associate member of Institute of Financial Planners of Hong Kong and Society of Registered Financial Planners.Mr. Yamaguchi, Susumu , aged 61, joined Japan Xpress Ltd. (“Japan Xpress”) as Executive Director since June 2006. He is responsible for Japan Xpress’s travel business development.He started his career with Nippon Travel Agency, the second largest travel agent in Japan after graduation. He has vast and broad experience in travel business, from negotiation with airlines, hotels, to planning of wholesale product to destination all over the world. During his career with Nippon Travel Agency, he had 2 major appointments: Deputy Director for East Japan, which is the major market area in Japan and Managing Director of Nippon Travel Agency Europe Company based in London. He had engaged in establishing the European company to develop inbound tour operations and outbound business by setting up offices in all over Europe. His last appointment before joining Japan

Xpress was Managing Director of Gullivers Travel Associates in Japan, a Europe base worldwide tour operator.

Mr. Guok Chin Huat Samuel , aged 52, was the Independent Director and chairman of Audit committee of SingXpress Ltd (“SingXpress”) since 19th Nov, 2003. On 18th June 2008, he has relinquished this post to become Executive Director and CEO of SingXpress. He is now in charge of SingXpress’s strategic planning and general administration.Mr. Guok has close to 20 years of experience in investment banking, venture capital and real estates development having worked at a Japan-based investment bank in Singapore, sat on the board of a

venture capital fund and held the position of CEO and Director of a SGX-Sesdaq listed company.

He is currently a director of StarHealth Pte Ltd, a Singapore based company specializing in import and distribution of health and medical products. He is also the Independent directors of Bukit Sembawang Estates Ltd and Japan Land Ltd, both of which are listed in the Singapore Stock Exchange.源秉民先生 山口進先生 Japan Xpress Ltd. Japan Xpress Japan Xpress Nippon Travel Agency Nippon Travel Agency Nippo Travel Agency Europe Company Japan Xpress Gullivers Travel Associates 郭進發先生 SingXpress Ltd SingXpress SingXpress SingXpress

Sesdaq StarHealth Pte Ltd Bukit Sembawang Estates Ltd Japan Land Ltd

特速集团 2008年报

A n n u a l R e p o r t 2008 ? 二零零八年年報17DIRECTORS AND MANAGEMENT PROFILE

董事及管理人員簡介Mr. Guok graduated from Boston University, USA, with Bachelor of Science, double majors in finance and international economics with a minor in chemistry.

Mr. Albert Hong Heng Chow , aged 46, is the Chief Executive Officer of Anglo-French Travel Pte Ltd. (“AFT”). He began his career with AFT since 1983 and has risen from the ranks handling operations and sales to his present position responsible for AFT’s entire business development and operations. With over 25 years of experience in the travel industry, Mr. Hong has built an exceptional working relationship with both local and overseas hoteliers, airlines and suppliers and amassed a vast wealth of knowledge and experience in corporate business travel, leisure, M.I.C.E. and inbound business where he has constantly, successfully orchestrated and executed countless conferences, events (both local and overseas), travel fairs and off-shore land arrangements for berthing major cruise liners – a responsibility that requires much detailing and co-ordination. Mr. Hong serves as a Deputy Chairman of the G13 Travel Management Alliance, a consortium of 15 Travel Management companies in Singapore, with a total annual turnover of S$900 million. He is also an agency representative on the Executive Council – Singapore International Air Transport Association (IATA) under NATAS (National Association Travel Agents Singapore) umbrella and Deputy Chairman – Air Transport Sub Committee of the National Association Travel Agents Singapore.

Mr. Wong Chiu Hong, Sunny , aged 56, is an Executive Director of Xpress Travel Services Limited. Mr. Wong is responsible for the strategic planning and development, sales and marketing of the travel services for Hong Kong and Macau. Mr. Wong has over 30 years’ practical experience in travel industry. Mr. Wong is a director of Travel Industry Council of Hong Kong and Chairman of Hong Kong Outbound Tour Operator’s Association since 2004. Mr. Wong is currently an Instructor of courses of “Customer Service and Effective Communication Skills for Travel Agencies” and “Certificate Course for Outbound Tour Escorts”.Mr. Chong You Hwa , aged 46, is the Senior Manager, Information Technology of Xpress Finance in charge of the information technology and electronic data processing functions. He is also coordinating the Group’s Travel and Hotel systems’ setup and processing. Prior to joining Xpress Finance in October 1996, Mr. Chong has worked as Technical Services Section Head for a credit card company in Malaysia. During that period, he also explored working in Papua New Guinea, Thailand and Hong Kong on project basis. Mr. Chong has over 13 years system experience in the credit card industry.

Mr. Lui Wai Leung, Alan , aged 37, is the Senior Accountant of the Group. He is responsible for the financial reporting of the Group and focus on the credit card business. He holds a Bachelor’s Degree in Business Administration and he joined the Group in 1997. 孔慶就先生 Anglo-French Travel Pte Ltd. AFT 1983 AFT AFT MICE - G13 Travel Management Alliance National Association Travel Agents Singapore (NATAS) (IATA) Air Transport Sub Committee of the National Association Travel Agents Singapore 黃照康先生 張祐華先生 呂偉良先生

特速集团 2008年报

X p r e s s G r o u p L i m i t e d ? 特速集團有限公司

18

REPORT OF THE DIRECTORS

董事會報告書

The directors present their annual report and the audited financial statements of the Company for the year ended 31 March 2008.

PRINCIPAL ACTIVITIES

The Company acts as an investment holding company and provides corporate management services to its subsidiaries. The activities of its principal subsidiaries and associates are set out in notes 18 and 19 respectively to the financial statements.

RESULTS

The results of the Group for the year ended 31 March 2008 are set out in the consolidated income statement on page 36.

PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTIES

Details of movements in the property, plant and equipment and investment properties of the Group and the Company during the year are set out in note 15 and 17 to the financial statements, respectively.

MAJOR PROPERTIES

Details of the major properties of the Group at 31 March 2008 are set out on page 159.

SHARE CAPITAL AND WARRANTS

Movements in the share capital and warrants of the Company are set out in note 34 to the financial statements.

RESERVES

Details of movements during the year in the reserves of the Group and the Company are set out in note 36 to the financial statements.

主要業務

18 19

業績

36

物業、廠房及設備和投資物業

15 17

主要物業

159

股本及認股權證

34

儲備

36

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