C O N T E N T S Corporate Information 3 Chairman s Statement 8 Five Years Financial Summary 11 Biographical Details of Directors and Senior Management

Transcription

1 (Stock Code: 0532) ANNUAL REPORT 2015

2 C O N T E N T S Corporate Information 3 Chairman s Statement 8 Five Years Financial Summary 11 Biographical Details of Directors and Senior Management 13 Report of the Directors 23 Corporate Governance Report 36 Independent Auditor s Report 50 Consolidated Income Statement 52 Consolidated Balance Sheet 53 Consolidated Statement of Comprehensive Income 55 Consolidated Statement of Changes in Equity 56 Consolidated Statement of Cash Flows 57 Notes to the Consolidated Financial Statements 59

3 CORPORATE INFORMATION 公 司 資 料 Executive Directors Senta Wong (Chairman) Edward Ying-Chun Tsui (Group President and Chief Executive Officer) Byron Shu-Chan Ho (Chief Financial Officer) Bengie Man-Hang Kwong Hamed Hassan El-Abd 執 行 董 事 Hamed Hassan El-Abd Non-Executive Directors Leung Kam Fong Hsu Hung Chieh 非 執 行 董 事 Independent Non-Executive Directors John Ho Philip Wan-Chung Tse Gene Howard Weiner Yip Wai Chun 獨 立 非 執 行 董 事 Gene Howard Weiner Company Secretary Cheng Ying 公 司 秘 書 Auditor PricewaterhouseCoopers 核 數 師 3 Solicitor Stephenson Harwood 律 師 Bankers The Hongkong and Shanghai Banking Corporation Limited Standard Chartered Bank (Hong Kong) Limited Bank of China (Hong Kong) Limited DBS Bank (Hong Kong) Limited Australia and New Zealand Banking Group Limited 來 往 銀 行 Share Registrars Principal Registrar MUFG Fund Services (Bermuda) Limited Hong Kong Registrar Tricor Standard Limited 股 票 登 記 處 主 要 登 記 處 MUFG Fund Services (Bermuda) Limited 香 港 登 記 處 Registered Office Clarendon House 2 Church Street Hamilton, HM11 Bermuda 註 冊 辦 事 處 Clarendon House 2 Church Street Hamilton, HM11 Bermuda Principal Office 17/F, Octa Tower No.8 Lam Chak Street Kowloon Bay Hong Kong 主 要 辦 事 處 8 17

4 4 Newly completed manufacturing buildings of WKK Technology Park at Dongguan, China 新 完 成 之 中 國 東 莞 王 氏 港 建 科 技 城 廠 房 The Ground Floor of the manufacturing buildings is the place where WKK Distribution Limited produces the machinery equipments The Second Floor of the manufacturing buildings is the place where WKK Technology Limited expands its production lines (now is under renovation) ( )

5 These OEM products are manufactured by WKK Technology Limited 這 些 原 產 品 由 王 氏 港 建 科 技 有 限 公 司 製 造 BlueTooth Headset with In-Ear Heart Rate Monitoring 入 耳 式 藍 牙 耳 機 備 有 心 跳 監 察 功 能 5 Medical Equipment Electronic Assembly 醫 療 設 備 電 子 組 裝 Washing Machine Control Board Module 洗 衣 機 控 制 板 組 件

6 These products are distributed by WKK Distribution Limited 這 些 產 品 由 王 氏 港 建 經 銷 有 限 公 司 經 銷 Yamaha YS 24 Yamaha YS 24 小 型 超 高 速 模 組 貼 片 機 6 Yamaha MR512GFR Reel to Reel Micro Prober Yamaha MR512GFR 卷 對 卷 電 測 機 esi 5335 Series UV Laser Drilling System esi 5335 Series UV 激 光 鑽 孔 機

7 These products are distributed by WKK Distribution Limited 這 些 產 品 由 王 氏 港 建 經 銷 有 限 公 司 經 銷 ViTechnology 3D SPI 3D 焊 錫 膏 檢 測 系 統 7 Yamaha YSI-V 全 自 動 光 學 檢 測 系 統 TM IceSense3 Cryoabalation System - A medical device specifically for treating breast fibroadenomas TM IceSense3 冷 凍 消 融 系 統 - 專 門 用 於 醫 治 乳 腺 纖 維 腺 瘤 的 醫 療 設 備

8 CHAIRMAN S STATEMENT 主 席 報 告 書 BUSINESS REVIEW The Group s turnover for the year 2015 was HK$4.9 billion, reflecting a decrease of approximately 15% compared to The Group s profit attributable to shareholders was HK$47 million as compared to a profit attributable to shareholders of HK$66.6 million (which included a profit of HK$23.7 million on the disposal of a property in Singapore) last year. 業 務 回 顧 15% 8 Trading and Distribution Division (WKK Distribution) The Group s Industrial Products Trading and Distribution Division registered sales of HK$1.6 billion for the year 2015, reflecting a reduction of approximately 2% as compared to last year. The Division s operating profit was HK$51.9 million, an improvement of HK$13.2 million over last year. The sale of PCB related products, and the operations in Taiwan, contributed a major part of the Division s profit. All of the Division s major operations recorded improvements in operating profits with the exception of the trading operations in the PRC which recorded a slight drop. OEM Manufacturing Division (WKK Technology) The turnover of the Group s OEM Manufacturing Division decreased by approximately 21% to HK$3.2 billion in 2015 as compared to last year. This was mainly due to a cyclical reduction in the sales volume of some of the OEM products manufactured by the Division. However, largely as a result of a shift in sales mix towards higher margin products and cost cutting measures, the Division s operating profit was HK$53.4 million, reflecting a reduction of only approximately 11% compared to last year. 貿 易 及 分 銷 部 ( 王 氏 港 建 經 銷 ) 2% 原 產 品 製 造 部 ( 王 氏 港 建 科 技 ) 21% 11% FINANCE As at 31 December 2015, the Group had committed bank and other financing facilities totaling HK$3,040 million, of which HK$588 million was drawn down. As of 31 December 2015, the Group s consolidated net borrowings amounted to HK$101 million and its total equity amounted to HK$1,582 million, resulting in a net gearing ratio of 6%. 財 務 6% Most of the Group s sales were conducted in the same currencies as the corresponding purchase transactions. Foreign exchange contracts were used to hedge exposures where necessary.

9 CAPITAL STRUCTURE There have been no material changes in the capital structure of the Group since 31 December 資 本 架 構 HUMAN RESOURCES As of 31 December 2015, the Group had a total of 5,970 employees, of whom 277 were based in Hong Kong, 5,377 in the PRC and 316 overseas. The remuneration packages of the Group s employees are mainly based on their performance and experience, taking into account current industry practices. Provident fund scheme, medical allowances, and in-house and external training programs are available to employees. Shares options and discretionary bonuses are provided to employees according to the performance of the individual and the Group. The remuneration policy and packages of the Group s employees are regularly reviewed. 人 力 資 源 5, , ENVIRONMENTAL MANAGEMENT The Group is committed to contributing in different areas of sustainability, including protecting the environment. The Group has established a green council to lead and organize various environmental protection activities and programs. 環 境 管 理 9 The Group has set up various systems, including a waste water treatment plant, solar panels for warming water supplies for workers, LED and solar lighting, computerized documentation for reducing paper consumption, selective fluxing and soldering, an ISO14001 Certification Environmental Management System, an IECQ QC Hazardous Substances Process Management System, an ISO Specification with Guidance at the Organization Level for Quantification and Reporting of Greenhouse Gas Emissions and Removals and an ISO50001 Energy Management System for monitoring and improving greenhouse gas emissions and energy consumption. The Group applies eco-design and eco-packaging, and also follows green procurement policies, as well as clean and green manufacturing along the supply chain throughout the whole product life cycle in order to produce green products with high and consistent quality. The Group has been educating its employees, the main internal stakeholders, to be environmentally friendly, so as to set a good example to external stakeholders. LED ISO14001 IECQ QC ISO ISO50001 The Group has been recognized by Government, Industry, Customers and Suppliers in relation to its environmental achievements.

10 SOCIAL RESPONSIBILITY The Group is involved in the community by helping and developing people in need. The Group s staff have formed a volunteer team who contribute their free time to serve the community by visiting the elderly centres to organize activities. The Group has donated to various charities, and also gives scholarships to eligible students who otherwise cannot afford to further their studies at university. 社 會 責 任 The Group has been awarded the 10 Years Plus Caring Company logo by the Hong Kong Council of Social Service. 10 Plus We have conducted numerous tours for students of secondary schools and universities to visit our PRC factory to enrich their knowledge of green production facilities. 10 LEGAL AND REGULATORY COMPLIANCE The Group has complied with all relevant laws and regulations that have a significant impact on the operations of the Group. PROSPECTS In light of the sluggish market environment, it is expected that the demand for the industrial products distributed by the Group will continue to be soft in the foreseeable future. 遵 行 法 律 及 規 例 展 望 Given the prevailing economic conditions, the operating environment for the Group s OEM Manufacturing Division is expected to be difficult. The Directors therefore expect that the orders for the OEM Manufacturing Division for the coming year will be affected. In order to address current market conditions, both Divisions are exploring cost cutting options. The OEM Manufacturing Division is also implementing further automation in its production processes to improve efficiencies and reduce production costs. On behalf of the Board, I wish to thank all employees for their continued effort, support and loyalty to the Group. By Order of the Board Senta Wong Chairman 王 忠 桐 Hong Kong, 30 March 2016

11 FIVE YEARS FINANCIAL SUMMARY 五 年 財 務 概 要 Turnover 營 業 額 Profit attributable to shareholders 股 東 應 佔 溢 利 11 Total assets 資 產 總 額

12 FIVE YEARS FINANCIAL SUMMARY 五 年 財 務 概 要 For the year ended 31 December 截 至 十 二 月 三 十 一 日 止 年 度 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 港 幣 千 元 RESULTS 業 績 Turnover 5,237,518 5,249,294 5,765,755 5,778,057 4,921,570 Profit attributable to shareholders 75,456 42,301 45,375 66,639 47,037 At 31 December 於 十 二 月 三 十 一 日 結 算 HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 港 幣 千 元 12 ASSETS AND LIABILITIES 資 產 及 負 債 Total assets 3,884,297 3,255,625 3,407,231 3,157,214 2,975,084 Total liabilities (2,452,003) (1,766,244) (1,877,894) (1,589,212) (1,393,408) Non-controlling interest (75,966) (97,801) (96,624) (90,261) (90,678) Total shareholders funds attributable to owners of the Company 1,356,328 1,391,580 1,432,713 1,477,741 1,490,998

13 BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT 董 事 及 高 層 管 理 人 員 個 人 資 料 EXECUTIVE DIRECTORS Wong, Senta, aged 73, began his career in the electronics industry in Mr. Wong is a founder of the Group in 1975 and it has been de-merged from Wong s International (Holdings) Limited (the WIH Group ) in He has been a director and Chairman and Chief Executive Officer of the Company since March 1990 and a director in a number of subsidiaries of the Group. Mr. Wong has stepped down from his position as the Chief Executive Officer of the Company with effect from 1 March He is currently an independent non-executive Director, Chairman of each of the Remuneration Committee and Nomination Committee, and member of the Audit Committee of Hang Fat Ginseng Holdings Company Limited (stock code: 911), a company whose issued shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited (the Stock Exchange ). Mr. Wong is the father of Mr. Wong, Vinci and the father-in-law of Mr. Chang Jui Shum, Victor. Tsui Ying-Chun, Edward, aged 69, obtained a Bachelor of Arts degree from the University of Hong Kong and joined the WIH Group in 1982 as general manager in charge of corporate administration. In 1985, Mr. Tsui became the general manager and, in 1987, a director of Wong s Kong King Holdings Limited. Mr. Tsui had extensive experience in broadcasting, trading and manufacturing before joining the WIH Group. He has been a director of the Company since March 1990 and a director in a number of subsidiaries of the Group. Mr. Tsui has been appointed as the Chief Executive Officer of the Company with effect from 1 March Ho Shu-Chan, Byron, aged 71, graduated from the Chinese University of Hong Kong with a Bachelor of Commerce degree. Mr. Ho had more than 18 years of extensive working experience with the Inchcape group of companies as financial controller and general manager prior to joining the WIH Group in January He is the Chairman of Taiwan Kong King Co., Limited ( TKK ), a company listed in Taiwan. He has been a director of the Company since March 1990 and a director in a number of subsidiaries of the Group. Kwong Man-Hang, Bengie, J.P. (Aust.), aged 68, is an Executive Program Graduate of the Graduate School of Business, Stanford University, also a graduate of the Senior Executive Program on Negotiation (PON) at Harvard Law School, Harvard University. He earned his Doctorate in Business Administration at the University of Liverpool Management School UK. He was formerly the chief executive of Hong Kong Quality Assurance Agency (Hong Kong Government subvented organization) an independent third party ISO 9000/14000 Quality and Environmental Management System Certification Body. He has many years senior management experience and has an impressive track record in the field of computer and electronics industry with multi-national organizations. Mr. Kwong has fellowships in various professional institutions, and has been appointed as vice president of the Institution of British Engineers England, and fellow of the Institute of Directors (Royal Charter) U.K. He has been a director of the Company since February 1996, a director of WKK Japan Limited since February 1997, a chief executive officer of WKK America (Holdings) Inc. since June 2001 and a director in a number of subsidiaries of the Group. 執 行 董 事 王 忠 桐 徐 應 春 69 何 樹 燦 71 鄺 敏 恆 J.P. (Aust.)68 (PON) ULMS-UK ISO 9000/14000 WKK Japan Limited WKK America (Holdings) Inc. 13

14 Hamed Hassan El-Abd, aged 68, joined the Group in He is a director and the president of WKK Distribution Limited. Prior to joining the Group, he was president of Amistar AG, a manufacturer of automated robotics used in electronics assembly in particular the area of Surface Mount Technology. In 1988, he founded his own consulting company and worked with Japanese, U.S. and European companies in the electronics area. Mr. El- Abd holds a BA degree in Journalism and an MA in International Affairs. He has been a director of the Company since May 2001 and a director in a number of subsidiaries of the Group. Hamed Hassan El-Abd68 AmistarAG El-Abd 14 NON-EXECUTIVE DIRECTORS Leung Kam Fong, aged 74, obtained a Bachelor of Science degree and a post-graduate Certificate in Education from the University of Hong Kong. Mr. Leung began his career in technical education and training in 1965 at the Hong Kong Technical College and Hong Kong Polytechnic. He joined the Vocational Training Council in 1982, founded the Chai Wan Technical Institute in 1985, upgraded it to Hong Kong Technical College (Chai Wan) in 1992 and subsequently became Deputy Executive Director in In 1995, he was appointed as the Chief Executive of Tung Wah Group of Hospitals until In these 11 years, Tung Wah experienced tremendous expansion, and he pioneered the development of a series of modern Chinese Medicine Specialist Clinics. He was awarded honorary doctorate degrees from Middlesex University, U. K. and Hunan University of Traditional Chinese Medicine, PRC and holds visiting professorship at Hunan and Chengdu University of Traditional Chinese Medicine, PRC. He had been appointed Vice-Secretary General of the World Federation of Chinese Medicine Societies, PRC from 2006 to He was elected President of the International Hua-Xia Medicine Society. Mr. Leung joined the Group in 2007 as the executive director and the chief executive of 3 Kings Holding Limited ( 3 Kings Holding ), a subsidiary of the Company to conduct business in health care and Chinese medicine. Mr. Leung has also been appointed as the director of 3 Kings Advertising Company Limited ( 3 Kings Advertising ), a subsidiary of the Company since Mr. Leung resigned from all the positions of 3 Kings Holding and 3 Kings Advertising in January Mr. Leung was appointed as a director of the Modernized Chinese Medicine International Association in He has been a Non-Executive Director of the Company since January 非 執 行 董 事 梁 錦 芳 74 Middlesex University

15 Hsu Hung Chieh, alias, Andrew Sheu, aged 69, joined the Group in 1981, is the director of TKK, a company listed in Taiwan. He has over 35 years of experience in the high technology equipment trading and manufacturing industry. He served in TKK as management, specialized in operating and marketing, for over 30 years, and held the position of TKK Chairman from 2012 to Mr. Hsu holds a bachelor degree in Electrical Engineering from Tatung University in Taiwan. He has been a director of the Company since January 許 宏 傑, 別 名, 許 宏 杰 INDEPENDENT NON-EXECUTIVE DIRECTORS Ho, John, aged 70, is a practising solicitor in Hong Kong. He obtained a Bachelor of Laws degree from the University of London. In 1972, he qualified as a solicitor and joined a major firm of solicitors. Mr. Ho is a partner of John Ho & Tsui. Mr. Ho was appointed as an independent non-executive director of Wa Ha Realty Company Limited in 1994 and re-designated as a nonexecutive director in 2004; and also CEO and executive director of China Western Investments PLC, a previously London listed company. He has been a director of the Company since March Tse Wan-Chung, Philip, aged 71, retired from DDB Advertising Agency Operations in 1997 and remained a member of the Company s Worldwide Board until Mr. Tse had spent over 34 years in the advertising industry. Besides his involvement in advertising, Mr. Tse is one of the founders of the Hong Kong Artists Guild ( Guild ) in which he has been serving as the Chairman of the Executive Committee since Mr. Tse was appointed as the Chairman of Guild since He was also appointed by the Hong Kong Government as a council member of the Hong Kong Academy of Performing Arts in Mr Tse has served as a member of the Young Presidents Organization since 1976 and is currently a member of the World Presidents Organization. In recent years, Mr. Tse focuses on marketing management and art and culture related business. He founded BaoQu Tang Gallery of Art ( BQT ) in BQT has become a well known brand in the art scene in Hong Kong and China. He has been a Director of the Company since March 獨 立 非 執 行 董 事 何 約 翰 70 China Western Investments PLC 謝 宏 中 71DDB Advertising Agency Operations Young Presidents OrganizationWorld Presidents Organization 15

16 16 Gene Howard Weiner, aged 79, is president of Weiner International Associates, a business and technical consultancy serving the specialty chemical and electronics industries. He was formerly a member of the Advisory Board of esurface Technologies (DBA of EarthOne Circuit Technologies Corporation). The clients of Weiner International Associates have included several Fortune 100 companies. He was a founding partner of Quantum Solar Group, Inc., a market research organization in the Photovoltaic solar industry as well as a founding member of the SMTA (Surface Mount Technology Association). His executive experience includes that of Director and President of New England Laminates Co. Inc. (subsidiary of Park Electrochemical), a leading supplier of copper clad laminates to the electronics industry; vice president of sales and marketing of Dynachem Corporation (now part of Dow Chemical), one of the world s leading suppliers of photopolymers specialty chemicals to the electronics industry; and vice president of marketing of Oxy Metal Finishing, a major specialty chemical firm. Mr. Weiner was formerly on the Board of Advisors of NCAB USA, Inc. (formerly known as P. D. Circuits, Inc.), a U.S. company providing CAM, design for manufacture, tests and other shared infrastructure services to the printed circuit assembly industry. He is a member of the Board of Trustees of the Plymouth Philharmonic Orchestra, Southeast Massachusett s professional symphony orchestra. Now in its 100 th season, The Phil has performed in venues from Boston to Cape Cod. Mr. Weiner is also Chairman of the Advisory Board of Directors of Shanghai PhiChem Material Co., Ltd., a public specialty chemical company listed on the Shenzhen stock exchange. PhiChem is China s largest provider of UV curable coatings for fiber optic cable, and the 2 nd largest in the world. He is a member of the Advisory Board of the MBA program of the Malcolm Baldridge School of Business at Post University, founded over 120 years ago as a business school. Post is ranked in the top 20 among online education providers according to the Online Education Data Base (OEDb), a U.S. national resource for online degree programs. Mr. Weiner has been inducted into the IPC Raymond Pritchard Hall of Fame, the IPC s and the industry s highest award and recognition. In January 2014, he was named a member of the IPC s Ambassadors Council. He has been a director of the Company since April Yip Wai Chun, aged 58, obtained the degrees of Bachelor of Medicine and Bachelor of Surgery from the University of Hong Kong in Dr. Yip began his career as a surgeon in Queen Mary Hospital. He was awarded the fellowships of the Royal Colleges of Surgeons of Edinburgh and Glasgow in 1986 and that of Australia in He took up the surgeon s appointment in Kwong Wah Hospital in 1986 and was promoted to the post of consultant surgeon in Dr. Yip was made Chief of Service of Department of Surgery of Kwong Wah Hospital with the Hospital Authority in Dr. Yip is a specialist in Urology and has been in private practice since Dr. Yip was awardee of Hong Kong Ten Outstanding Young Persons in In 2006, he received the Outstanding Staff Award of Hospital Authority. Dr. Yip was Vice-President of the College of Surgeons of Hong Kong from 2004 till Presently, he is honorary associate professor, Medicine, of University of Hong Kong and Chinese University of Hong Kong. Dr. Yip is also honorary consultant and executive director of medical service of Tung Wah Group of Hospitals. Gene Howard Weiner79Weiner International Associates esurface Technologies EarthOne Circuit Technologies Corporation Weiner International Associates 100 Quantum Solar Group, Inc (SMTA) New England Laminates Co., Inc. Park Electrochemical Dynachem CorporationDow Chemical Oxy Metal Finishing Weiner NCAB USA, Inc. P.D.Circuits, Inc. Plymouth Philharmonic Orchestra The Phil 100 Weiner Post UniversityMBA Post University120 IPC Raymond Pritchard Hall of Fame WeinerIPC IPC 葉 維 晉 58

17 Over the years, Dr Yip has had substantial contributions to the development of medical services in Hong Kong. Dr. Yip coordinated the provision of liver transplant service in Hong Kong in He is a renowned leader in the field of Men Health and is also a pioneer for delivery of integrated Western and Chinese medicine service in Hong Kong. Dr. Yip was the member of the Election Committee of the Legislative Council of Hong Kong SAR, China in 2002, 2007 and He was also the member of the Election Committee for the 10th, 11th, 12th National Peoples Representative Committee, Hong Kong SAR, China. He has been an Independent Non-Executive Director, member of the Audit Committee and member of the Remuneration Committee of the Company since January SENIOR MANAGEMENT WONG S KONG KING HOLDINGS LIMITED Chung Yiu Ming, Alvin, aged 68, joined the Group in Mr. Chung is the general manager of Human Resources & Administration Department of the Group. He has more than 30 years extensive HR&A experience in the industry. Prior to joining the Group, he brought with him well proven record in various regional multi-national organisations such as Ampex, Digital Equipment, Data General and National Semiconductor, etc. Mr. Chung holds a Graduate Diploma in Personnel Management from The Hong Kong Polytechnic University (formerly named as HK Technical College). He is the visiting lecturer of the Hong Kong Management Association, the Hong Kong Productivity Council and Shengchun University, etc. for over the past 10 years. Mr. Chung has been served as the Academic Chairman of the Hong Kong People Management Association (formerly named as Hong Kong Industrial Relations Association). 高 層 管 理 人 員 王 氏 港 建 集 團 有 限 公 司 鍾 耀 明 68 Ampex, Digital Equipment, Data General and National Semiconductor 10 Shengchun University 17 Cheng Ying, aged 44, joined the Group in She is now the company secretary of the Group. She graduated from the Lingnan University with a Honours Diploma in Company Secretaryship and Administration. She is an associate member of both of the Hong Kong Institute of Company Secretaries and the Institute of Chartered Secretaries and Administrators. Prior to joining the Group, she has about 15 years of experience in company secretarial field. 鄭 瑛 44 WKK TECHNOLOGY LIMITED Wong Kwok-Wai, Jacky, aged 58, joined the Group in He is the executive director of WKK Technology Limited. Mr. Wong had been responsible for the Group s OEM production operation and the marketing of the Group s semiconductors products in the early years and is currently in charge of marketing the Group s OEM services. He holds a Higher Diploma in Industrial Engineering. He has been a director of WKK America (Holdings) Inc. since June 王 氏 港 建 科 技 有 限 公 司 黃 國 威 58 WKK America (Holdings) Inc.

18 Wong Lup-Keung, Ben, aged 60, joined the Group in He is the Director and General Manager of Sales & Project Management Department of WKK Technology Limited. He has extensive industrial experience in various fields namely, R&D engineering, procurement, operations and sales & marketing areas etc. Mr. Wong holds a Bachelor degree in Science (Electronics Engineering) from the Chinese University of Hong Kong. 黃 立 強 60 Tang Kang, aged 59, joined the Group in April He is the General Manager of Manufacturing Operations in PRC Plant of WKK Technology Limited. Mr. Tang has over 20 years manufacturing experience in both computer and consumer electronics industries. He holds a Bachelor degree in Radio and Telecom Technology from the South China University of Technology. 湯 康 Wong Kong-Ting, David, aged 56, joined the Group in Mr. Wong is the General Manager of Material Management Department of WKK Technology Limited. He has over 30 years manufacturing experience in scheduling and movement information from operation s Planning and Material Control (PMC) system, Procurement Management, etc. Mr. Wong holds Bachelor of Science in Computer Information System and EMBA (Executive Master in Business Administration) from the University of Hull U.K. 王 港 定 56 DONGGUAN NISSIN PLASTIC PRODUCTS CO., LTD. Chan Wing Wah, Jonathan, aged 63, joined the Group in 2001 and was appointed as the assistant general manager of manufacturing (WKK Technology Ltd.). In 2005, Mr. Chan left the Group and furthered his study. He obtained a Master of Science degree in Strategic Human Resource Management from Hong Kong Baptist University. He also holds a Master degree in Engineering Management from University of Technology, Sydney, Australia. He rejoined the Group in 2008 and was promoted to managing director of Dongguan Nissin Plastic Products Co., Ltd since He has more than 20 years experience in electronics industries. Prior to joining the Group, he was the deputy managing director in a plastic fabrication shop, the China operations director of a trading company and the assistant general manager of an OEM company. 東 莞 日 新 塑 膠 製 品 有 限 公 司 陳 永 華 63 WKK DISTRIBUTION LIMITED Chang Jui Shum, Victor, aged 41, joined the Group in He is now the Director and general manager of WKK Distribution Limited. He is responsible for formulating the sales and marketing strategy, and overseeing the development of new business. Mr. Chang holds a Bachelor degree in Commerce (Accounting & Finance) from the Monash University of Melbourne, and MBA from City University of Hong Kong. Mr. Chang is the son-in-law of Mr. Wong, Senta and the brother-in-law of Mr. Wong, Vinci. 王 氏 港 建 經 銷 有 限 公 司 張 瑞 燊 41 Monash

19 Fullwood, Lionel, aged 75, joined the Group in He is a technical director and manages the Technical Services for the PCB arena company wide. Prior to joining the Group, he spent 34 years in the electronics industry, specializing in PCB manufacturing. He has designed, selected equipment, and been responsible for the design, building and management of seven PCB manufacturing facilities in Asia and US. At the present time, he is active in the Institute of Printed Circuits. He received the Institute s Distinguished Committee award in October of 2000, 2002 and 2007, as well as the IPC President s Award for At the 2005 IPC EXPO Conference, Mr. Fullwood was appointed General Chair of the IPC 110 set of committees. Mr. Fullwood holds a B.Sc in Chemistry and Maths., and an M.A. in Molecular Biology and Polymer Chemistry. He has authored or co-authored 41 technical papers and publications. Fullwood, Lionel75 Institute s Distinguished Committee IPC Fullwood IPC 110 Fullwood 41 In February of 2013, Mr. Fullwood was awarded the 2013 Raymond Pritchard award of the IPC, and inducted into the IPC Hall of Fame. This is the highest award the IPC presents, with only 33 recipients worldwide since Mr. Fullwood retired from the Group on 1 March Fullwood IPC IPC Fullwood 19 To Wan-Sang, Stephen, aged 60, joined the Group in He is currently the Head of South East Asia operation and general manager for New Product Development. He was the general manager for WKK Source Electronics (HK) Limited, a joint-venture with Source Electronics Asia Limited in U.S., mainly, a leader in Integrated Circuit Programming Service. Mr. To has assumed various positions along the growth of the group. He was the engineering manager of World Storage Technology, a former manufacturing unit of the group manufacturing floppy disk drives. He was also the service manager for China, sales manager for electronic equipment in Hong Kong, director and general manager for WKK (Thailand) Limited, and largely being responsible for marketing of electronic equipment in various territories. Mr. To was also the general manager for Special Products Group. Mr. To holds an MBA degree from UK, and a Higher Diploma in Electronic Engineering. 杜 雲 生 60 Source Electronics Asia Limited World Storage Technology WKK (Thailand) Limited WKK ELECTRONIC EQUIPMENT LIMITED Lee Wai-Kong, Johnson, aged 57, joined the Group in He is the director and general manager of WKK Electronic Equipment Limited and is responsible for marketing the Group s electronic products in Hong Kong and the PRC. Mr. Lee holds a Bachelor degree in Science (Electronics Engineering) from the Chinese University of Hong Kong. 王 氏 港 建 電 子 設 備 有 限 公 司 李 偉 江 57

20 WKK PCB TRADING LIMITED Lui Kwok-Chak, Randy, aged 55, joined the Group in He is a director and the general manager of WKK PCB Trading Limited and is responsible for marketing the Group s PCB products in Hong Kong and the PRC. Mr. Lui holds a Bachelor of Science degree in Chemical Engineering from National Taiwan University. He worked in the field of PCB manufacturing before he joined the Group. 王 氏 港 建 電 路 板 貿 易 有 限 公 司 雷 國 澤 WKK ENGINEERING SERVICE LIMITED Wong Man-Sing, Joe, aged 65, joined the Group in He is a director and the general manager of WKK Engineering Service Limited. He holds electronic diploma and has more than 30 years of experience in the managing and servicing of equipment used in the electronics industry. Mr. Wong retired from the Group on 1 April CHINA BUSINESS Yeung Chuen-Hau, aged 68, joined the Group in He is the director and general manager of WKK China Limited and is responsible for marketing the Group s products and services in the PRC. 王 氏 港 建 機 器 維 修 服 務 有 限 公 司 黃 文 成 65 中 國 業 務 楊 傳 孝 68 Ng Ka Kui, Jimmy, aged 53, joined the Group in He is the General Manager of WKK Beijing office. Mr. Ng had been responsible for the Group s electronics assembly, printed circuit board and semiconductors business for North China market. He holds a Certificate in Electrical Engineering. 伍 家 駒 53 Yu Chun Yip, Tony, aged 48, joined the Group in He is the General Manager of WKK Trading (Shanghai) Co., Ltd. and Suzhou Branch. Mr. Yu is responsible for the marketing, sales and service of the SMT product in East China. He holds a Diploma in Marketing. 余 俊 業 48 SMT Lee Wai-Man, Raymond, aged 53, join the Group in He is the General Manager of WKK EMS Equipment (Shenzhen) Limited. Mr. Lee previously worked in the engineering department, sales & marketing for electronic assembly field, and is currently in charge of Group s distribution business in South China. 李 衛 民 53

21 Lin Fu Chan, Frank, aged 61, Mr. Lin graduated from the Jiangxi University of Science and Technology in Before joining the Group in 1991, he had been a civil servant of the Government of the PRC for 8 years with over 10 years mechanical product design and management experience. He was granted a National Technology Improvement Award by the Government of the PRC in He was the General Manager of WKK EMS Equipment (Chengdu) Ltd, WKK EMS Equipment (Chongqing) Ltd. and WKK Electronic Equipment (Xi an) Ltd. Effective from November 2014, Mr. Lin is the General Manager of WKK Electronic Equipment (Jiangxi) Ltd.. Mr. Lin is the Special Assistant to the Group Chairman. He is also a Director and Chairman of Hong Kong Jiangxi Clansmen Association Ltd. 林 富 強 61 Lau Wai Yuen, Miles, aged 49, joined the Group in 1989 and was responsible for the sales and marketing of electronics equipment and materials in Hong Kong and South China. Mr. Lau was promoted to the General Manager of WKK EMS Equipment (Chengdu) Ltd, WKK EMS Equipment (Chongqing) Ltd. and WKK Electronic Equipment (Xi an) Ltd. in November WKK DISTRIBUTION (SINGAPORE) PTE LTD. Leung Man Hoy, aged 66, joined the Group in He is the Director and General Manager of WKK Distribution (Singapore) Pte Ltd. He is taking care of the operation management of South East Asia business. He holds electronic certificate and has over 30 years experience in electronics field. Prior to he transferred to Singapore, he was the regional manager of WKK Engineering Service Limited and Director and General Manager for WKK Thailand Limited. TAIWAN WKK DISTRIBUTION CO. LIMITED Liu Chien Wei, alias, Martin Leou, aged 52, joined Taiwan Kong King Co., Limited in He is now the general manager and Director of Taiwan WKK Distribution Co, Limited and is responsible for overseeing the day-to-day operations of Taiwan WKK Distribution business. He has over 27 years experience in service and customer management. Mr. Liu has also been appointed as the General Manager of PCB division of WKK China Shanghai office in October 2001 and is responsible for PCB, Optoelectronics and Semiconductor business in east China area. Mr. Liu holds a Bachelor degree in Electrical Engineering from the Chien Xin Technology College (Formerly known as Qing Yun University). DONGGUAN WKK MACHINERY CO. LTD Fok Kam Chung, Johnson, aged 53, joined the Group in Mr. Fok is the Director and General Manager of Dongguan WKK Machinery Company Limited. He had been the Assistant General Manager of WKK Engineering Service Limited and the General Manager of WKK (Shanghai) Engineering Service Co., Ltd.. Mr. Fok Holds MEM (Master degree in Engineering Management) from University of Technology, Sydney. 劉 維 遠 49 WKK DISTRIBUTION (SINGAPORE) PTE LTD. 梁 敏 開 66 WKK Distribution (Singapore) Pte Ltd. WKK Thailand Limited 台 灣 王 氏 港 建 經 銷 股 份 有 限 公 司 柳 健 偉, 別 名,Martin Leou52 東 莞 王 氏 港 建 機 械 有 限 公 司 霍 錦 充 53 21

22 22 WKK TRAVEL LIMITED Ho Yim Wai Hing, Helen, aged 57, joined the Group in She is the general manager of WKK Travel Limited. Mrs. Ho has over 18 years experience in administration. She holds a Diploma in Business Management. TAIWAN KONG KING CO., LIMITED Liao Hung-Ying, Smale, aged 52, joined the Group in He is the director and president of TKK. Mr. Liao holds a Bachelor of Electronic degree in Electronic Engineering of St. John s & St. Mary s Institute of Technology. He also obtained a Certificate in Executives Program in Graduated School of Business Administration of National Chengchi University. Mr. Liao was a supervisor for Taiwan Printed Circuit Association from 2002 to 2009 and has become the Executive Supervisor since WKK AMERICA (HOLDINGS) INC. Bacon Bruce, aged 57, joined the WIH Group in 1986 and transferred to the WKK Group in He is the President of WKK America (Holdings) Inc. Mr. Bacon is responsible for the Sales and Marketing activities of WKK Technology Limited in North America. He has over 30 years experience in the electronics and computer industry. Prior to joining the Group in 1986, Mr. Bacon managed several Customer Service and Quality Assurance operations for U.S. based companies involved in the computer industry. WKK JAPAN LIMITED Masato Watanabe, age 69, joined the Group in He is appointed as Representative Director and the President of WKK Japan Limited on 1 April Prior to taking this position, he was a Director/Vice President of Kysho America Corporation in charge of trading, sales and corporate administration. He is a Bachelor of Arts degree holder from Waseda University, Tokyo, Japan. 3 KINGS HOLDING LIMITED Wong Vinci, aged 45, is the director and general manager of 3 Kings Holding Limited ( 3 Kings ). He has been appointed as a director of 3 Kings on 1 December He graduated from the University of British Columbia with a Bachelor Commerce (marketing major) degree. He is a media personality well-known to Hong Kong and mainland China TV viewers as a quality presenter with accuracy. He has extensive net-working experience with the local media and therefore enhances the advertising and sales promotion of company s product. Mr. Wong is the son of Mr. Wong, Senta and the brother-in-law of Mr. Chang Jui Shum, Victor. 王 氏 港 建 旅 遊 有 限 公 司 何 嚴 惠 卿 57 台 灣 港 建 股 份 有 限 公 司 廖 豐 瑩 52 St. John s & St. Mary s Institute of Technology WKK AMERICA (HOLDINGS) INC. Bacon Bruce57 WKK America (Holdings) Inc. Bacon Bacon WKK JAPAN LIMITED Masato Watanabe 69 WKK Japan Limited Kysho America Corporation Waseda University 三 皇 集 團 有 限 公 司 王 賢 誌 45

23 REPORT OF THE DIRECTORS 董 事 會 報 告 書 The Directors present their annual report and the audited consolidated financial statements of the Company for the year ended 31 December PRINCIPAL ACTIVITIES AND SEGMENTAL INFORMATION The Company acts as an investment holding company. The principal activities of its principal subsidiaries are trading and distribution of chemicals, materials and equipment used in the manufacture of printed circuit boards and electronic products and the manufacture of electrical and electronic products for OEM customers. An analysis of the Group s performance for the year by operating segments is set out in Note 6 to the financial statements. RESULTS The results of the Group for the year ended 31 December 2015 are set out in the consolidated income statement on page 52. DIVIDENDS The Board of Directors do not recommend the payment of an interim divided for the six months ended 30 June The Board of Directors recommends a final dividend of HK$0.03 per share (2014: HK$0.025 per share) be paid in respect of the year ended 31 December The proposed final dividend will be payable on or about Monday, 25 July 2016, subject to approval at the Annual General Meeting, to shareholders whose names appear on the Register of Members of the Company on Wednesday, 6 July RESERVES Details of the movements in reserves of the Group and the Company during the year are set out in the Consolidated Statement of Changes in Equity and Note 36 to the financial statements. PROPERTY, PLANT AND EQUIPMENT Details of movements in property, plant and equipment of the Group are set out in Note 16 to the financial statements. SHARE CAPITAL AND SHARE ISSUED IN THE YEAR During the year ended 31 December 2015, 12,566,000 ordinary shares of the Company were issued for a total consideration of HK$7,040,000 on the exercise of share options granted under the Company s Share Option Scheme. Details of the movements in the Company s share capital are set out in Note 26 to the financial statements. EQUITY-LINKED AGREEMENT No equity-linked agreement which may result in the Company issuing shares was entered into by the Company during the year or subsisted at the end of the year, save for the share option scheme of the Company which has been expired on 29 May 2015 as disclosed on pages 29 to 30. There is no option to subscribe for shares remained outstanding at the end of the year. 主 要 業 務 及 分 部 資 料 6 業 績 52 股 息 儲 備 36 物 業 廠 房 及 設 備 16 股 本 及 本 年 度 已 發 行 股 份 12,566, 股 票 掛 鈎 協 議

24 24 DISTRIBUTABLE RESERVES The Company s reserves available for distribution to the shareholders, as calculated under the Companies Act 1981 of Bermuda and the Bye-laws of the Company, as at the balance sheet date, amounted to HK$228,745,000 (2014: HK$242,413,000). In addition, the Company s capital redemption reserve and share premium may be distributed in the form of fully-paid bonus shares. PRE-EMPTIVE RIGHTS There are no provisions for pre-emptive rights under the Company s Bye-laws, or the laws of Bermuda, which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders. RETIREMENT BENEFITS SCHEMES Details of the Group s retirement benefits schemes are set out in Note 31 to the financial statements. FIVE YEARS FINANCIAL SUMMARY A summary of the results and the assets and liabilities of the Group for the last five financial years is set out on pages 11 to 12. PURCHASE, SALE OR REDEMPTION OF THE COMPANY S LISTED SECURITIES Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company s securities during the year. CHARITABLE DONATIONS During the year, the Group made charitable donations amounting to approximately HK$2,030,000. MAJOR CUSTOMERS AND SUPPLIERS 45% of turnover and 25% of purchases during the year were attributable to the Group s five largest customers and suppliers respectively. 15% of turnover and 7% of purchases during the year were attributable to the Group s largest customer and supplier respectively. None of the Directors, their associates or any shareholder (which to the knowledge of the Directors owns more than 5% of the Company s issued share capital) has any interest in the Group s five largest customers or five largest suppliers. 可 供 分 派 儲 備 228,745, ,413,000 優 先 購 買 權 退 休 福 利 計 劃 31 五 年 財 務 概 要 1112 購 買 出 售 或 贖 回 本 公 司 之 上 市 證 券 慈 善 捐 款 2,030,000 主 要 顧 客 及 供 應 商 45% 25% 15% 7% 5%

25 DIRECTORS The Directors of the Company during the year and up to the date of this report are: 董 事 Executive Directors Senta Wong (Chairman) Edward Ying-Chun Tsui (Group President and Chief Executive Officer) Byron Shu-Chan Ho (Chief Financial Officer) Bengie Man-Hang Kwong Hamed Hassan El-Abd 執 行 董 事 Hamed Hassan El-Abd Non-Executive Directors Leung Kam Fong Hsu Hung-Chieh 非 執 行 董 事 Independent Non-Executive Directors John Ho Philip Wan-Chung Tse Gene Howard Weiner Yip Wai Chun 獨 立 非 執 行 董 事 Gene Howard Weiner In accordance with Bye-laws 103 to 105 of the Company s Byelaws, Mr. Edward Ying-Chun Tsui, Mr. Leung Kam Fong and Mr. Gene Howard Weiner shall retire by rotation and, being eligible, offer themselves for election Gene Howard Weiner 25 The term of office for each Independent Non-Executive Director is the period up to his retirement by rotation in accordance with the Company s Bye-laws. The Company has received, from each of the Independent Non- Executive Directors, an annual confirmation of his independence pursuant to Rules 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ). The Company considers all of the Independent Non-Executive Directors to be independent. 3.13

26 UPDATE ON DIRECTORS INFORMATION PURSUANT TO RULE 13.51B(1) OF THE LISTING RULES Mr. Ho Shu-Chan, Byron was appointed as the Chairman of TKK, a company listed in Taiwan with effect from 1 January 根 據 上 市 規 則 第 13.51B(1) 條 更 新 之 董 事 資 料 Mr. Hsu Hung-Chieh resigned as the Chairman of TKK, a company listed in Taiwan with effect from 1 January 2016, but remains as a Director of TKK. Mr. Leung Kam Fong resigned as the President of the International Hua-Xia Medicine Society with effect from 15 December Mr. Gene Howard Weiner was appointed as the Chairman of the Advisory Board of Directors of Shanghai PhiChem Material Co., Ltd., a company whose issued shares are listed on the Shenzhen stock exchange with effect from 22 July He resigned as a member of the Advisory Board of esurface Technologies on 31 July He was appointed as a member of the Board of Trustees of the Plymouth Philharmonic Orchestra with effect from 18 November CONTINUING CONNECTED AND RELATED PARTY TRANSACTIONS Details of the material related party transactions undertaken by the Group in its normal course of business are set out in Note 35 to the consolidated financial statements. Some of the related party transactions as set out in Note 35(a) to the consolidated financial statements also constitute continuing connected transactions under Chapter 14A of the Listing Rules. Gene Howard Weiner esurface Technologies Plymouth Philharmonic Orchestra 持 續 關 連 及 關 連 人 士 交 易 35 35(a) 14A These continuing connected transactions are exempted from the reporting, annual review, announcement and independent shareholders approval requirements under Chapter 14A.33 of the Listing Rules. Save as disclosed, there is no other related party transaction which constitutes a connected/continuing connected transaction and is subject to the disclosure requirements under the Listing Rules. 14A.33

27 INTERESTS OF DIRECTORS As at 31 December 2015, the interests or short positions of the Directors of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ( SFO ) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, were as follows: 董 事 之 權 益 352 XV (I) The Company (I) 本 公 司 Total Interests (including underlying Total shares) Interests as % of as % the issued of the issued Underlying share capital share capital Shares (share 權 益 總 額 Personal Family Corporate Other Total 權 益 總 額 options) ( 包 括 有 關 股 Name Interests Interests Interests Interests Interests 佔 已 發 行 有 關 股 份 份 ) 佔 已 發 行 姓 名 個 人 權 益 家 庭 權 益 公 司 權 益 其 他 權 益 權 益 總 額 股 本 百 分 比 ( 購 股 權 ) 股 本 百 分 比 % % Senta Wong 4,000,000 1,572, ,012, ,800, ,384, (Note 1) (Note 2) Edward Ying-Chun Tsui 7,577,920 7,577, Byron Shu-Chan Ho 3,470, ,000 3,830, Bengie Man-Hang Kwong 5,400,000 5,400, Hamed Hassan El-Abd 3,000,000 3,000, Leung Kam Fong 180, , (Note 3) 3 Hsu Hung-Chieh 3,064,000 3,064, Gene Howard Weiner 450, ,

28 (II) The Company s associated corporation Taiwan Kong King Co., Ltd. (II) 本 公 司 之 相 聯 法 團 - 台 灣 港 建 股 份 有 限 公 司 Total Interests (including underlying Total shares) Interests as % of as % the issued of the issued Underlying share capital share capital Shares (share 權 益 總 額 Personal Family Corporate Other Total 權 益 總 額 options) ( 包 括 有 關 股 Name Interests Interests Interests Interests Interests 佔 已 發 行 有 關 股 份 份 ) 佔 已 發 行 姓 名 個 人 權 益 家 庭 權 益 公 司 權 益 其 他 權 益 權 益 總 額 股 本 百 分 比 ( 購 股 權 ) 股 本 百 分 比 % % Hsu Hung-Chieh 178,615 4, , Notes: ,012,723 shares were registered in the name of Wonder Luck International Limited, which was wholly owned by Senta Wong (BVI) Limited. The entire issued share capital of which was 50.25% owned by Mr. Senta Wong and 49.75% owned by his wife, Ms. Wong Wu Lai Ming. The references to 122,012,723 shares deemed to be interested by Mr. Senta Wong (as disclosed herein) and Senta Wong (BVI) Limited (as disclosed in the section headed Interests of substantial shareholders ) relate to the same block of shares ,800,000 shares were registered in the name of Rewarding Limited, which was wholly owned by Greatfamily Inc. (which was in turn wholly owned by Greatguy Inc.) for a discretionary trust, of which Mr. Senta Wong was regarded as the founder (by virtue of the SFO). The references to 207,800,000 shares deemed to be interested by Mr. Senta Wong (as disclosed herein), Greatfamily Inc. and Greatguy Inc. (as disclosed in the section headed Interests of substantial shareholders ) relate to the same block of shares. 3. These 180,000 shares were jointly held by Mr. Leung Kam Fong and his spouse. Certain Directors held qualifying shares in certain subsidiaries of the Group on trust for the Company or other subsidiaries of the Group. Save as disclosed herein, as at 31 December 2015, none of the Directors of the Company or his associates had any 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) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies , 0 1 2, W o n d e r L u c k International Limited Senta Wong (BVI) Limited 50.25% 49.75% Senta Wong (BVI) Limited 122,012, ,800,000 Rewarding Limited Greatfamily Inc. Greatguy Inc. Greatfamily Inc. Greatguy Inc. 207,800, , XV