Vtech 2005 Annual Report Download - page 32

Report of the Directors
30 VTech Holdings Ltd Annual Report 2005
Save as disclosed above, as at 31st March 2005, none of the
directors and chief executive of the Company has any interest or
short position in shares, underlying shares and debentures of
the Company or any of its associated corporations (within the
meaning of Part XV of the SFO) which were required to be
recorded in the register kept by the Company pursuant to
Part XV of the SFO or pursuant to the Model Codes for Securities
Transactions by Directors of Listed Issuers containing in the
Listing Rules or which were required to be notified to the UK
Listing Authority pursuant to Paragraphs 16.13 to 16.17 of the
UK Listing Rules.
Directors’ Interests in Contracts Save for the lease
described under the paragraph headed “Connected Transaction”,
no contracts of significance in relation to the Group’s business
Approximate
Number of percentage of
Name of shareholder Capacity shares held shareholding
Trustcorp Limited Interest of controlled corporation 74,101,153 32.8%
(Note 4) (Notes 1 & 3)
Honorex Limited Beneficial owner 1,416,325 29.7%
(Notes 1 & 3)
Interest of controlled corporation 65,496,225
(Notes 1 & 3)
Conquer Rex Limited Beneficial owner 65,496,225 29.0%
(Notes 1 & 3)
Value Partners Limited Investment manager 31,148,000 13.8%
(Notes 2 & 3)
CHEAH Cheng Hye Interest of controlled corporation 31,148,000 13.8%
(Notes 2 & 3)
Twin Success Pacific Limited Beneficial owner 7,188,603 3.2%
(Notes 1 & 3)
Note 1: The shares were held as to 1,416,325 directly by Honorex Limited (“Honorex”), as to 65,496,225 directly by Conquer Rex Limited (“Conquer Rex”) and as to 7,188,603 directly by
Twin Success Pacific Limited (“Twin Success”). Conquer Rex is a wholly-owned subsidiary of Honorex. Each of Conquer Rex, Honorex and Twin Success is a wholly-owned
subsidiary of Trustcorp Limited as the trustee of The Wong Chung Man 1984 Trust, a discretionary trust of which Mr. Allan WONG Chi Yun (“Mr. WONG”), a director of the
Company, is the founder. Trustcorp Limited was therefore deemed to have an aggregate indirect interest in 74,101,153 shares. Honorex was also deemed to have an indirect
interest in the 65,496,225 shares. Mr. WONG’s founder interests in the 74,101,153 shares of the Company has also been disclosed under the section headed “directors’ interests
and short positions in shares, underlying shares and debentures” above.
Note 2: Mr. CHEAH Cheng Hye is deemed to be interested in such shares through its 31.82% interest in Value Partners Limited.
Note 3: All the interest stated above represent long position.
Note 4: Trustcorp Limited has been appointed as the trustee of The Wong Chung Man 1984 Trust in place of Newcourt Trustees Limited effecting on 7th June 2004.
to which the Company or its subsidiaries was a party and in
which a director of the Company had a material interest,
whether directly or indirectly, subsisted at the end of the year or
at any time during the year.
Substantial Shareholdings As at 31st March 2005,
according to the register maintained by the Company under
Section 336 of the SFO and the record of notification made to
the UK Listing Authority pursuant to Paragraphs 9.11 to 9.14 of
the UK Listing Rules and in so far as is known to the Company,
the parties, (other than the directors and chief executive of the
Company), who held 3% or more equity interest in the issued
share capital of the Company, together with the amount of each
of such parties’ interests were as follows:
Save as disclosed above, the Company has not been notified by any
person (other than the directors or chief executive of the Company)
who had interests or short positions in the shares, underlying
shares and debentures of the Company as at 31st March 2005
which were required to be disclosed to the Company under Part XV
of the SFO, or which were recorded in the register required to be
kept by Company under Section 336 of the SFO or which were
required to be notified to the UK Listing Authority pursuant to
Paragraphs 9.11 to 9.14 of the UK Listing Rules.
Based on the information publicly available, the Company has
maintained at least 25% of the total issued share capital of the
Company to be held by the public at all times during the year
ended 31st March 2005 and up to the date of this report.