Vtech 2005 Annual Report Download - page 33

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VTech Holdings Ltd Annual Report 2005
Report of the Directors
Management Contracts No contracts concerning the
management and administration of the whole or any
substantial part of the business of the Company were entered
into or existed during the year.
Securities Purchase Arrangements At the annual
general meeting held on 13th August 2004, shareholders
renewed the approval of a general mandate authorising the
directors to effect repurchases of the Company’s own shares up
to a limit of 10% of the shares in issue as at that date.
Purchase, Sale or Redemption of Listed Shares
The Company has not redeemed any of its shares during the
year. Neither the Company nor any of its subsidiaries has
purchased or sold any of the Company’s shares during
the year.
Major Customers and Suppliers For the year ended
31st March 2005, the aggregate amount of purchases
attributable to the Group’s five largest suppliers represented less
than 30% of the Group’s total value of purchases. The Group’s
largest customer accounted for approximately 9.2% of the
Group revenue and the Group’s five largest customers in
aggregate accounted for approximately 32.5% of the Group
revenue during the year.
None of the directors, their associates or any shareholder (who,
to the knowledge of the directors, owns more than 5% of the
Company’s share capital) had an interest in the customers and
the suppliers noted above.
Pre-Emptive Rights There is no provision for pre-emptive
rights under the Bye-laws of the Company and there are no
statutory restrictions against such rights under the laws of
Bermuda in which the Company is incorporated.
Share Option Scheme The Company operates share
option scheme for the purposes 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 executive directors and employees of
the Company and its subsidiaries.
On 10th August 2001, the Company adopted a share option
scheme (the “2001 Scheme”) under which the directors may, at
their discretion, at any time during the 10 years from the date of
adoption of the 2001 Scheme, invite employees of the Company
and any subsidiaries of the Group, including executive directors
(but excluding non-executive directors) to take up shares of the
Company in accordance with the terms of the 2001 Scheme.
HomeRelay Communications, Inc. (“HomeRelay”), a subsidiary of
the Company, located and established under the laws of the
United States of America, adopted a stock option plan in August
2000 (the “HomeRelay Plan”). Under the HomeRelay Plan,
HomeRelay may grant up to 10% of HomeRelay’s common stock
and a committee designated by the board of directors of
HomeRelay may fix the terms and vesting of the options which
in no event shall exceed 10 years. All outstanding stock options
of HomeRelay Plan lapsed on 10th September 2003 as a result
of the termination of employment of the relevant grantees
under the HomeRelay Plan.
Details of the 2001 Scheme and the HomeRelay Plan are set out
in note 19 to the financial statements.
Connected Transaction As announced on 6th April 2005,
the Company has entered into a transaction which constituted a
continuing connected transaction of the Company under Rule
14A.34 of the Listing Rules and Chapter 11 of the UK Listing
Rules as set out below:
On 6th April 2005, the Company as tenant entered into a lease
(the “Lease”) with Aldenham Company Limited (“Aldenham”) as
landlord for the lease of the premises situated at Bowen Road,
Hong Kong for 2 years commencing 1st April 2005 and expiring
on 31st March 2007 at a monthly rental of HK$250,000 for the
purpose of providing housing to Mr. Allan WONG Chi Yun
(“Mr. WONG”), a director, chief executive and a substantial
shareholder of the Company. Aldenham is a wholly indirect
subsidiary of a trust in which the family members of Mr. WONG
are beneficiaries. Aldenham is therefore a connected person of
the Company as ascribed by the Listing Rules and the Lease
constituted a continuing connected transaction under the
Listing Rules.
Annual General Meeting The following special business
will be proposed at the annual general meeting to be held on
12th August 2005:
1. the grant to the directors of the Company of a general
mandate to repurchase shares representing up to 10% of
the issued share capital of the Company as at the date of
the annual general meeting;
2. the grant to the directors of the Company of a general
mandate to allot, issue and otherwise deal with shares
representing up to 10% of the issued share capital of the
Company as at the date of the annual general meeting;