Vtech 2004 Annual Report Download - page 28

26
Report of the
Directors
VTech Holdings Ltd Annual Report 2004
(2) Share options of the Company
Number of
share options held
as at as at
Exercise 1st April 31st March
Name of director Date of grant price Exercisable period 2003 2004
(Note 1)
Allan WONG Chi Yun 11th March 2002 HK$10.2 11th March 2005 to 10th March 2007 2,000,000 2,000,000
Albert LEE Wai Kuen 5th March 2002 HK$10.2 5th March 2005 to 4th March 2007 1,750,000 1,750,000
Paddy LAW Wai Leung 5th March 2002 HK$10.2 5th March 2005 to 4th March 2007 1,750,000 —
(Note 2)
Paddy LAW Wai Leung 26th July 2002 HK$8.71 26th July 2005 to 25th July 2007 150,000 —
(Note 2)
Note 1: For 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.
Note 2: All share options which were granted to Mr. Paddy LAW Wai Leung lapsed on the date on which he served his notice of resignation as a director of the Company.
Save as disclosed above, as at 31st March 2004, none of the
directors and the chief executive of the Company has any interest
or short position in the shares or the underlying shares 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
pursuant to the Model Code for Securities Transactions by Directors
of Listed Companies containing in the Listing Rules or which were
required to be notified to the UK Listing Authority pursuant to
Paragraphs 16.13 to 16.17 of the UK Listing Rules.
DIRECTORS’ INTERESTS IN CONTRACTS Save as the
transaction described under the paragraph headed “Connected
Transaction”, 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 SHAREHOLDINGS As at 31st March 2004,
according to the register maintained by the Company under
Section 336 of the SFO and the records of notification made to the
UK Listing Authority pursuant to Paragraphs 9.11 to 9.14 of the UK
Listing Rules and in so far as is known to the Company, the parties,
(other than the directors and the 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:
Approximate
Number of Percentage of
Name of shareholder Capacity shares held shareholding
HKSCC Nominees Limited Nominee 107,049,074 47.5%
Newcourt Trustees Limited Interest of controlled 74,101,153 32.9%
corporation
(Notes 1 & 3)
Honorex Limited Beneficial owner 1,416,325 29.7%
(Notes 1 & 3)
Interest of controlled 65,496,225
corporation
(Notes 1 & 3)
Conquer Rex Limited Beneficial owner 65,496,225 29.0%
(Notes 1 & 3)
Value Partners Limited Investment manager 29,482,000 13.1%
(Notes 2 & 3)
CHEAH Cheng Hye Interest of controlled 29,482,000 13.1%
corporation
(Notes 2 & 3)
HSBC Nominees (Hong Kong) Nominee 17,137,195 7.6%
Nominee Limited
Twin Success Pacific Limited Beneficial owner 7,188,603 3.2%
(Notes 1 & 3)
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 Pacific Limited (“Twin Success”). Conquer Rex is a wholly-
owned subsidiary of Honorex. Each of Conquer Rex, Honorex and Twin Success is a
wholly-owned subsidiary of Newcourt Trustees Limited as the trustee of The Wong
Chung Man 1984 Trust, a discretionary trust of which Mr. Allan WONG Chi Yun (“Mr.
WONG”), a director of the Company, is the founder. Newcourt Trustees 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. Mr.
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
and underlying shares” above. Effecting on 7th June 2004, Trustcorp Limited has been
appointed as the trustee of The Wong Chung Man 1984 Trust in place of Newcourt
Trustees Limited.
Note 2: Mr. CHEAH Cheng Hye is deemed to be interested in such shares through its
31.82% interest in Value Partners Limited.
Note 3: The interest stated above represents long position.