Vtech 2012 Annual Report Download - page 37

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VTech Holdings Ltd Annual Report 2012
Share Purchase Scheme
On 30 March 2011 (the “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.
Share Option Scheme (Continued)
As at the date of adoption of the 2011 Scheme, the maximum
number of shares which may be issued upon exercise of all options
to be granted under the 2011 Scheme or any other share option
schemes adopted by the Company is 24,938,913 shares. Further
details of the 2011 Scheme are set out in the circular of the
Company dated 20 June 2011. Under the 2011 Scheme, the
Directors may, at their discretion, at any time during 10 years from
the date of adoption of the 2011 Scheme, invite employees and
officers of any member of the Group to subscribe for shares of the
Company in accordance with the terms of the 2011 Scheme.
Details of the 2001 Scheme and the 2011 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 2012, 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
Approximate
Number of shares Equity derivatives percentage of
Name of Director Personal interest Family interest Other interest (share options) Total shareholding
Allan WONG Chi Yun 9,142,393 3,968,683 74,101,153
(Note 1) 512,000 87,724,229 35.2%
PANG King Fai – – – 617,000 617,000 0.3%
Andy LEUNG Hon Kwong 143,800 – – 128,000 271,800 0.1%
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 wholly owned by Honorex. Each of Conquer Rex, Honorex and Twin Success was wholly owned by Surplus Assets Limited (“Surplus
Assets”). Surplus Assets was wholly owned by Credit Suisse Trust Limited as the trustee of The Allan Wong 2011 Trust, a discretionary trust of which Dr. Allan WONG Chi Yun, a Director,
was the founder. Surplus Assets 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. Surplus Assets was wholly owned by Credit Suisse Trust Limited which was deemed to be interested in such shares by virtue of the SFO.
(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 2011 as at 31 March 2012
Allan WONG Chi Yun 17 April 2008 HK$41.07 24 April 2011 to 23 April 2013 496,000 –
(Note)
9 April 2010 HK$85.35 12 April 2012 to 11 April 2014 512,000 512,000
PANG King Fai 17 April 2008 HK$41.07 23 April 2010 to 22 April 2012 248,000 113,000
(Note)
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 12 April 2014 256,000 256,000
Andy LEUNG Hon Kwong 17 April 2008 HK$41.07 25 April 2011 to 24 April 2013 124,000 –
(Note)
9 April 2010 HK$85.35 13 April 2012 to 12 April 2014 128,000 128,000
Note: The weighted average closing price per share immediately before the date on which options were exercised was HK$89.70.
Save as disclosed above, as at 31 March 2012, none of the Directors and chief executives of the Company had any interest or short
positions in the 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 Section 352 of the SFO or
otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.