Vtech 2005 Annual Report Download - page 30

Report of the Directors
28 VTech Holdings Ltd Annual Report 2005
The directors have pleasure to present their report and the
audited financial statements of the Group for the year ended
31st March 2005.
Principal Activity The principal activity of the Group is the
design, manufacture and distribution of consumer electronics
products.
Group Results and Dividends The results of the Group
for the year ended 31st March 2005 are set out in the
consolidated income statement on page 33.
An interim dividend of US1.0 cent (2004: US3.0 cents) per
ordinary share was paid to shareholders on 4th January 2005.
The directors have recommended the payment of a final
dividend of US12.0 cents (2004: US7.0 cents) per ordinary share
payable on 30th August 2005 to shareholders in respect of the
year ended 31st March 2005 whose names appear on the
register of members of the Company as at the close of business
on 12th August 2005 subject to the approval of the
shareholders of the Company at the forthcoming annual
general meeting.
The final dividend will be paid in United States dollars save that
those shareholders with a registered address in Hong Kong will
receive the equivalent amount in Hong Kong dollars and those
registered in the United Kingdom will receive the equivalent
amount in Sterling both calculated at the rates of exchange as
quoted to the Company by The Hongkong and Shanghai
Banking Corporation Limited at its mid rate of exchange
prevailing on 19th August 2005.
Commentary on Performance A commentary on the
performance of the Group is included in the review of
operations set out on pages 10 to 17.
Group Financial Summary A summary of the results
and of the assets and liabilities of the Group for the last five
financial years is set out on page 54.
Tangible Assets Details of the movements in tangible
assets are shown in note 9 to the financial statements.
Share Capital, Share Options and Warrants Details
of the movements in share capital, share options and warrants
of the Company during the year are set out in note 19 to the
financial statements.
Reserves Movements in the reserves of the Group and
the Company during the year are set out in note 20 to the
financial statements.
Donations During the year, the Group made charitable and
other donations in aggregate of US$203,000.
Directors The Board of the Company during the year and up
to 22nd June 2005 comprised:
Mr. Allan WONG Chi Yun (Chairman and Group Chief
Executive Officer)
Mr. Albert LEE Wai Kuen (Deputy Chairman)
Mr. Raymond CH’IEN Kuo Fung (Independent Non-executive
Director)
Mr. William FUNG Kwok Lun (Independent Non-executive
Director)
Mr. Michael TIEN Puk Sun (Independent Non-executive
Director)
Mr. Patrick WANG Shui Chung (Independent Non-executive
Director)
Mr. Michael TIEN Puk Sun and Mr. Patrick WANG Shui Chung shall
retire from the Board in accordance with Bye-law 112 of the
Bye-laws of the Company, and being eligible, shall offer
themselves for re-election as directors of the Company at the
forthcoming annual general meeting.
The Company received confirmation of independence in respect
of the year ended 31st March 2005 from each of the
independent non-executive directors pursuant to Rule 3.13 of
the Listing Rules.
Brief biographical details of directors and senior management
are set out on pages 24 to 27.
Directors’ Service Contracts None of the directors has
a service contract with any company in the Group which is not
determinable by the Group within one year without payment of
compensation, other than statutory compensation.
The director’s service contract entered into between the
Company and Mr. Allan WONG Chi Yun in 1999 has no expiry
date, but can be terminated by the giving of 2 months’ prior
notice, and is exempt from the shareholders’ approval
requirement under Rule 13.68 of the Listing Rules.