Vtech 2011 Annual Report Download - page 32

30 VTech Holdings Ltd Annual Report 2011
Report of the Directors
Share Option Scheme (Continued)
Details of the 2001 Scheme are set out in note 17 to the financial
statements.
The Board proposed to replace the existing 2001 Scheme of the
Company, which will expire on 9 August 2011, by the 2011 share
option scheme (the “2011 Scheme”), subject to the relevant
conditions. A proposal will be made at the forthcoming annual
general meeting to seek shareholders’ approval of the adoption
of the 2011 Scheme and the cancellation of the existing
2001 Scheme.
Share Purchase Scheme
On 30 March 2011 (“Adoption Date”), the Company adopted a
share purchase scheme (the “Share Purchase Scheme”), which is
a share incentive award scheme for the purpose of incentivising
employees and attracting suitable personnel for the continuous
development of the Group. Eligible participants of the Share
Purchase Scheme include directors, officers and employees of
any member of the Group as the remuneration committee may
determine or approve. The Share Purchase Scheme shall be valid
and effective for a term of 20 years from the Adoption Date.
Details of the Share Purchase Scheme are set out in note 17 to the
financial statements.
Directors’ Interests and Short Positions in Shares, Underlying Shares and Debentures
As at 31 March 2011, the interests and short positions of the directors and chief executives 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 (the “SFO”)) as recorded in the register maintained by the Company pursuant to Section 352 of the SFO or otherwise notified
to the Company and the Stock Exchange pursuant to the Model Code set out in Appendix 10 to the Listing Rules as adopted by the
Company, were as follows:
(1) Interests in the Company
Name of director
Number of shares
Personal interest Family interest Other interest
Equity derivatives
(share options) Total
Approximate
percentage of
shareholding
Allan WONG Chi Yun 8,646,393 3,968,683 74,101,153
(Note 1)
1,008,000 87,724,229 35.3%
PANG King Fai 98,000 – – 752,000 850,000 0.3%
Andy LEUNG Hon Kwong 248,500 – – 252,000 500,500 0.2%
William FUNG Kwok Lun 449,430 – 592,200
(Note 2)
– 1,041,630 0.4%
Michael TIEN Puk Sun – 211,500
(Note 3)
211,500
(Note 3)
– 423,000 0.2%
Patrick WANG Shui Chung 162,000 – – – 162,000 0.1%
Notes:
(1) The shares were beneficially owned as to 1,416,325 by Honorex Limited (“Honorex”), as to 65,496,225 by Conquer Rex Limited (“Conquer Rex”) and as to 7,188,603 by Twin Success
Pacific 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.
(2) The shares were held by Golden Step Limited which was beneficially owned by Dr. William FUNG Kwok Lun.
(3) The shares were held by Romsley International Limited which was jointly owned by Mr. Michael TIEN Puk Sun and his spouse.
(4) All the interests stated above represented long positions.
(2) Share Options of the Company
Number of share options held
Name of director Date of grant Exercise price Exercisable period
as at
1 April 2010
as at
31 March 2011
Allan WONG Chi Yun 17 April 2008 HK$41.07 24 April 2010 to 23 April 2012 496,000 –
(Note 1)
17 April 2008 HK$41.07 24 April 2011 to 23 April 2013 496,000 496,000
9 April 2010 HK$85.35 12 April 2012 to 12 April 2014 – 512,000
(Note 2)
PANG King Fai 17 April 2008 HK$41.07 23 April 2009 to 22 April 2011 248,000 –
(Note 3)
17 April 2008 HK$41.07 23 April 2010 to 22 April 2012 248,000 248,000
17 April 2008 HK$41.07 23 April 2011 to 22 April 2013 248,000 248,000
9 April 2010 HK$85.35 13 April 2012 to 13 April 2014 – 256,000
(Note 2)
Andy LEUNG Hon Kwong 17 April 2008 HK$41.07 25 April 2010 to 24 April 2012 124,000 –
(Note 1)
17 April 2008 HK$41.07 25 April 2011 to 24 April 2013 124,000 124,000
9 April 2010 HK$85.35 13 April 2012 to 13 April 2014 – 128,000
(Note 2)
Notes:
(1) The weighted average closing price per share immediately before the date on which options were exercised was HK$84.75.
(2) The closing price per share immediately before the date on which the options were granted was HK$86.90.
(3) The weighted average closing price per share immediately before the date on which options were exercised was HK$86.98.