Vtech 2003 Annual Report Download - page 31

Annual Report 2003 29
Report of the Directors
Notes:
1. The shares are held as to 65,496,225 by Conquer Rex Limited, as to 1,416,325 by
Honorex Limited, as to 7,188,603 by Twin Success Pacific Limited and as to
4,599,437 by Power Precise Holdings Limited which are corporations controlled
by Mr. Allan WONG Chi Yun.
2. Conquer Rex Limited is beneficially owned by Honorex Limited.
3. Conquer Rex Limited, Honorex Limited and Twin Success Pacific Limited are
beneficially owned by Newcourt Trustees Limited as trustee of The Wong Chung
Man 1984 Trust, the discretionary objects of which are family members of
Mr. Allan WONG Chi Yun.
A register of directors’ and chief executives’ interests and short
positions was maintained by the Company pursuant to Section
352 of the Securities and Futures Ordinance of Hong Kong which
had replaced the Securities (Disclosure of Interests) Ordinance of
Hong Kong and came in force on 1st April 2003.
During the period from 1st April 2003 to 25th June 2003, there
was no change to the above interests.
DIRECTORS’ RIGHTS TO ACQUIRE SHARES Pursuant to the share option
scheme adopted on 10th August 2001 (the “2001 Scheme”), the
Company granted share options in favour of certain directors to
subscribe for shares of the Company at prices to be determined
by the board of directors in accordance with the terms of the
2001 Scheme.
According to the register of directors’ interests maintained by the
Company pursuant to Section 29 of the Securities (Disclosure of
Interests) Ordinance of Hong Kong and the records of notification
made to the UK Listing Authority pursuant to Paragraphs 16.13 to
16.17 of the Listing Rules of the Financial Services Authority in
the United Kingdom, as at 31st March 2003, the directors and
their associates had the following interests in share options of
the Company. All of these interests were beneficial:
At 1st April 2002 At 31st March 2003
Name of director Date of grant Exercise price Exercisable period Number of share options Number of share options
Allan WONG Chi Yun 11th March 2002 HK$10.20 11th March 2002 to 10th March 2012 (note 1) 2,000,000 2,000,000
Albert LEE Wai Kuen 5th March 2002 HK$10.20 5th March 2002 to 4th March 2012 (note 1) 1,750,000 1,750,000
Paddy LAW Wai Leung 5th March 2002 HK$10.20 5th March 2002 to 4th March 2012 (note 1) 1,750,000 1,750,000
26th July 2002 HK$8.71 26th July 2002 to 25th July 2012 (note 1) — 150,000
No options were exercised by any director or had lapsed during
the year.
Note 1: 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 granted or deemed to be
granted and accepted and shall not be exercisable after 60 months from the date
on which such options were granted or deemed to be granted and accepted.
A register of directors’ and chief executives’ interests and short
positions was maintained by the Company pursuant to Section
352 of the Securities and Futures Ordinance of Hong Kong which
had replaced the Securities (Disclosure of Interests) Ordinance of
Hong Kong and came in force on 1st April 2003.
During the period from 1st April 2003 to 25th June 2003, there
was no change to the above interests.
Other than as disclosed above, at no time during the year was
the Company or any of its subsidiaries a party to any
arrangements to enable the directors and their associates to
acquire benefits by means of the acquisition of shares in or
debentures of the Company or any other body corporate.
DIRECTORS’ INTERESTS IN CONTRACTS No contracts of significance 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 SHAREHOLDERS According to the register of
substantial shareholders maintained by the Company pursuant to
Section 16(1) of the Securities (Disclosure of Interests) Ordinance
of Hong Kong and the register of interests in shares and short
positions pursuant to Section 336 of the Securities and Futures
Ordinance of Hong Kong which had replaced the Securities
(Disclosure of Interests) Ordinance of Hong Kong and come in
force on 1st April 2003 and the records of notification made to
the UK Listing Authority pursuant to Paragraphs 9.11 to 9.14 of
the Listing Rules of the Financial Services Authority in the United
Kingdom and in so far as is known to the Company, the parties,
other than those directors as abovementioned, holding a 3% or
more equity interest in the issued share capital of the Company,
together with the amount of each of such parties’ interests as at
31st March 2003 and 25th June 2003, were as follows:
31st March 2003 25th June 2003
Number of Percentage of Number of Percentage of
Name of shareholder shares shareholding shares shareholding
HKSCC Nominees Limited 109,521,834 48.56% 103,569,507 45.92%
Newcourt Trustees Limited
as Trustee of The Wong
Chung Man 1984 Trust
(note 1) 74,101,153 32.85% 74,101,153 32.85%
Honorex Limited (note 2) 66,912,550 29.66% 66,912,550 29.66%
Conquer Rex Limited 65,496,225 29.04% 65,496,225 29.04%
HSBC Nominees
(Hong Kong) Limited 16,010,483 7.10% 16,011,483 7.10%
Twin Success Pacific Limited 7,188,603 3.19% 7,188,603 3.19%