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REPORT OF THE DIRECTORS
VTech Holdings Ltd Annual Report 2008
24
DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 31st March 2008, the interests and short positions of the directors and chief executive of the Company in the shares, underlying
shares and debentures of the Company or any associated corporations as recorded in the register maintained by the Company
pursuant to Section 352 of the Securities and Futures Ordinance (the “SFO”) and according to the record of noti cation made
pursuant to Rule 3 of the Disclosure Rules and Transparency Rules (“DTR”) of the Financial Services Authority (“FSA”) were as follows:
(1) Interests in the Company
Name of director Number of shares
Equity
derivatives
(share options) Total
Approximate
percentage of
shareholding
Personal
interest
Family
interest
Other
interest
Allan WONG Chi Yun 15,654,393 3,968,683 74,101,153 (Note 1) 2,000,000 95,724,229 39.5%
Edwin YING Lin Kwan 200 – – – 200 –
PANG King Fai 97,000 – – 50,000 147,000 0.1%
Raymond CH’IEN Kuo Fung – – – – – –
William FUNG Kwok Lun 449,430 – 592,200 (Note 2) – 1,041,630 0.4%
Michael TIEN Puk Sun – – 423,000 (Note 3) – 423,000 0.2%
Patrick WANG Shui Chung – – – – – –
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 Paci c Limited (“Twin Success”). Conquer Rex was a wholly owned subsidiary of Honorex. Each of
Conquer Rex, Honorex and Twin Success was a wholly owned subsidiary of Trustcorp Limited as the trustee of The Wong Chung Man 1984 Trust, a
discretionary trust of which Dr. Allan WONG Chi Yun, a director of the Company, was 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.
Note 2: The shares were registered in the name of Golden Step Limited which was wholly controlled by Dr. William FUNG Kwok Lun.
Note 3: The shares were registered in the name of Romsley International Limited which was a wholly owned subsidiary of J.P. Morgan Trust Company
(Bahamas) Limited as trustee of The Joy Plus Trust. The Joy Plus Trust is a discretionary trust in which Mr. Michael TIEN Puk Sun is the founder.
Note 4: All the interests stated above represent long position.
RESERVES
Movements in the reserves of the Group and the Company
during the year are set out in note 18 to the  nancial
statements.
DONATIONS
During the year, the Group made charitable and other donations
in aggregate of US$145,000.
DIRECTORS
The directors who held o ce during the year and up to
3rd July 2008 were:
Allan WONG Chi Yun (Chairman and Group Chief
Executive O cer)
Edwin YING Lin Kwan (Executive Director)
Appointed on 11th April 2007
PANG King Fai (Executive Director)
Appointed on 11th April 2007
Raymond CH’IEN Kuo Fung (Independent Non-executive Director)
William FUNG Kwok Lun (Independent Non-executive Director)
Michael TIEN Puk Sun (Independent Non-executive Director)
Patrick WANG Shui Chung (Independent Non-executive Director)
Dr. Raymond CH’IEN Kuo Fung, Mr. Michael TIEN Puk Sun and
Dr. Patrick WANG Shui Chung shall retire by rotation in
accordance with Bye-law 112 of the Bye-laws of the Company.
Dr. Raymond CH’IEN Kuo Fung will not o er himself for re-election
whereas Mr. Michael TIEN Puk Sun and Dr. Patrick WANG Shui Chung,
being eligible, will o er themselves for re-election at the
forthcoming annual general meeting.
Brief biographical details of directors and senior management
are set out on pages 20 to 23.
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 Dr. 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.