Vtech 2015 Annual Report Download - page 43

VTech Holdings Limited Annual Report 2015 41
Share Option Scheme
The Company operates a share option scheme for the purpose
of providing incentives and rewards to eligible participants who
contribute to the success of the Group’s operations. Eligible
participants of these share option schemes include employees
and officers of any member of the Group. At the annual general
meeting of the Company held on 22 July 2011, the shareholders
of the Company approved the adoption of a new share option
scheme of the Company (the “2011 Scheme”) and the cancellation
of the share option scheme adopted by the Company on
10 August 2001 (the “2001 Scheme”) which originally would have
expired on 9 August 2011, upon which no further options will
be offered but in all other respects the provisions of the 2001
Scheme shall remain in force and the options granted prior to the
cancellation of the 2001 Scheme shall continue to be valid and
exercisable in accordance with the 2001 Scheme.
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 16 to the financial statements.
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. The
shares to be awarded pursuant to the Share Purchase Scheme
(the “Awarded Shares”) will be granted to the eligible participants
subject to the applicable conditions and vesting period as
determined by the Remuneration Committee.
On 26 March 2013, the Company further adopted an Addendum
to the Share Purchase Scheme for the eligible French employees
of the Group (the “French Subplan”). The Awarded Shares will be
granted to the eligible French employees pursuant to the Share
Purchase Scheme and the French Subplan. The vesting period
applicable under the French Subplan shall not be less than
2 years following the date of the award and a further 2 years sales
restriction period as calculated from the date of the Awarded
Shares being transferred to the eligible French employees.
On 19 May 2015 (the date of this Annual Report), the Company
further amended and extended the Share Purchase Scheme such
that the Company may furnish the trustee of the Share Purchase
Scheme with cash to subscribe for new shares under the general
mandate of the Company (as approved by the annual general
meeting of the Company from time to time) and hold such new
shares in trust for the selected participants (not being connected
persons of the Company) under the Share Purchase Scheme.
Details of the Share Purchase Scheme and the French Subplan are
set out in note 16 to the financial statements.
Directors’ Interests and Short Positions in Shares, Underlying Shares and Debentures
As at 31 March 2015, 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 required to be 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 set out in Appendix 10 to the Listing Rules as adopted by
the Company, were as follows:
(1) Interests in the Company
Number of ordinary shares Equity
derivatives
(share options) Total
Approximate
percentage of
shareholding
Name of Director
Personal
interest
Family
interest
Other
interest
Allan WONG Chi Yun 9,654,393 3,968,683 74,101,153
(Note 1)
– 87,724,229 34.92%
PANG King Fai 91,500 – – – 91,500 0.04%
Andy LEUNG Hon Kwong 128,000 – – – 128,000 0.05%
William FUNG Kwok Lun 449,430 – 592,200
(Note 2)
– 1,041,630 0.41%
Michael TIEN Puk Sun – 211,500
(Note 3)
211,500
(Note 3)
– 423,000 0.17%
Patrick WANG Shui Chung 162,000 – – – 162,000 0.06%
Notes:
(1) The shares were benecially owned as to 1,416,325 shares by Honorex Limited (“Honorex”), as to 65,496,225 shares by Conquer Rex Limited (“Conquer Rex”) and as to 7,188,603 shares by
Twin Success Pacic 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 benecially 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.
(5) The approximate percentage of shareholding is calculated based on 251,182,133 shares of the Company in issue as at 31 March 2015.