Vtech 2005 Annual Report Download - page 31

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VTech Holdings Ltd Annual Report 2005
Report of the Directors
Directors’ Interests and Short Positions in
Shares, Underlying Shares and Debentures As at
31st March 2005, the interests and short positions of the
directors and chief executive of the Company in the shares,
underlying shares and debentures of the Company as recorded
in the register maintained by the Company pursuant to Section
352 of the Securities and Futures Ordinance (the “SFO”) and
according to the record of notification made to the UK Listing
Authority pursuant to Paragraphs 16.13 to 16.17 of the UK
Listing Rules were as follows:
(1) Interests in the Company
Approximate
Equity derivatives percentage of
Name of director Number of shares (share options) Total shareholding
Personal Family Other
interest interest interest
Allan WONG Chi Yun 10,674,393 3,968,683 74,101,153 2,000,000 90,744,229 40.2%
(Note 1)
Albert LEE Wai Kuen 799,332 — — 3,250,000 4,049,332 1.8%
Raymond CH’IEN Kuo Fung ——————
William FUNG Kwok Lun 1,041,630 — — — 1,041,630 0.5%
Michael TIEN Puk Sun — — 1,123,000 — 1,123,000 0.5%
(Note 2)
Patrick WANG Shui Chung ——————
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 Trustcorp Limited as the trustee of The Wong Chung Man 1984 Trust, a discretionary trust in which Mr. Allan WONG Chi Yun (“Mr. WONG”), a director of the
Company, is 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.
Note 2: The shares were registered in the name of Romsley International Limited which is a wholly owned subsidiary of J.P. Morgan Trust Company (Bahamas) Limited as trustee of The
Joy Plus Trust. The Joy Plus Trust is a discretionary trust in which Mr. Michael TIEN Puk Sun is the founder.
Note 3: All the interests stated above represent long position.
(2) Share options of the Company
Number of share options held
as at as at
Exercise Exercisable period 1st April 31st March
Name of director Date of grant price (Note 1) 2004 2005
Allan WONG Chi Yun 26th February 2002 HK$10.20 11th March 2005 to 2,000,000 2,000,000
10th March 2007 (Note 2)
Albert LEE Wai Kuen 26th February 2002 HK$10.20 5th March 2005 to 1,750,000 1,750,000
4th March 2007 (Note 3)
Albert LEE Wai Kuen 19th November 2004 HK$11.03 22nd November 2007 to — 1,500,000
21st November 2009 (Note 4)
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 accepted and shall not be exercisable after 60 months from the date on which such options were accepted.
Note 2: 1,000,000 share options were exercised on 21st April 2005, the closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$10.95 per share.
Note 3: 750,000 share options were exercised on 4th April 2005, the closing price of the shares of the Company immediately before the date on which the options were exercised was
HK$11.10 per share.
Note 4: The closing price of the shares immediately before the date on which the options were granted was HK$10.70 per share.