Vtech 2008 Annual Report Download - page 27

VTech Holdings Ltd Annual Report 2008 25
DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES CONTINUED
(2) Share Options of the Company
Number of share options held
Name of director Date of grant Exercise price Exercisable period
(Note)
as at
1st April 2007
as at
31st March 2008
Allan WONG Chi Yun 12th August 2005 HK$19.3 26th August 2008 to
25th August 2010
2,000,000 2,000,000
PANG King Fai 8th April 2005 HK$11.41 8th April 2008 to
7th April 2010
50,000 50,000
Note: As one of the conditions of grant, the grantee concerned agreed with the Company that the options granted shall not be exercisable within the
period of 36 months from the date on which such options were accepted and shall not be exercisable after 60 months from the date on which such
options were accepted.
Save as disclosed above, as at 31st March 2008, none of the
directors and chief executive of the Company had 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 noti ed to the Company and the Hong
Kong Stock Exchange pursuant to the Model Codes for
Securities Transactions by Directors of Listed Issuers contained in
the Listing Rules or which were required to be noti ed the issuer
pursuant to Rule 3 of DTR of the FSA.
DIRECTORS’ INTERESTS IN CONTRACTS
Save as disclosed under the paragraph headed “Continuing
Connected Transactions”, no contracts of signi cance in relation
to the Group’s business 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 2008, according to the register maintained by the Company under Section 336 of the SFO and the record of
noti cation made to Rule 5 of DTR of the FSA 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:
Name of shareholder Capacity
Number of
shares held
Approximate
percentage of
shareholding
Trustcorp Limited Interest of controlled corporation (Notes 1 & 2) 74,101,153 30.6%
Newcorp Limited Interest of controlled corporation (Notes 1 & 2) 74,101,153 30.6%
Newcorp Holdings Limited Interest of controlled corporation (Notes 1 & 2) 74,101,153 30.6%
David Henry Christopher HILL Interest of controlled corporation (Notes 1 & 2) 74,101,153 30.6%
David William ROBERTS Interest of controlled corporation (Notes 1 & 2) 74,101,153 30.6%
Rebecca Ann HILL Interest of spouse (Notes 1 & 2) 74,101,153 30.6%
Honorex Limited Bene cial owner (Notes 1 & 2) 1,416,325 27.6%
Interest of controlled corporation (Notes 1 & 2) 65,496,225
Conquer Rex Limited Bene cial owner (Notes 1 & 2) 65,496,225 27.0%
Templeton Asset Management Limited Investment manager (Note 2) 21,921,000 9.0%
Twin Success Paci c Limited Bene cial owner (Notes 1 & 2) 7,188,603 3.0%
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 (“Dr. WONG”), 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.
Dr. 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. Trustcorp Limited was wholly owned by Newcorp Limited which was in turn
wholly owned by Newcorp Holdings Limited. Each of Mr. David Henry Christopher HILL and Mr. David William ROBERTS was deemed to be interested
in such shares through its 35% interest in Newcorp Holdings Limited. Ms. Rebecca Ann HILL, being the spouse of Mr. David Henry Christopher HILL,
was deemed to be interested in such shares by virtue of SFO.
Note 2: All the interests stated above represent long position.