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Report of the Directors
VTech Holdings Ltd Annual Report 200630
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 2006, according to the register maintained
by the Company under Section 336 of the SFO and the record
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 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:
Save as disclosed above, as at 31st March 2006, none of the
directors and chief executive of the Company has any
interests or short positions in the shares, underlying shares
and debentures 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 Codes for Securities Transactions by Directors of Listed
Issuers contained 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 for the lease described under the paragraph headed
“Continuing Connected Transaction”, no contracts of
significance in relation to the Group’s business to which the
Approximate percentage
Name of shareholder Capacity Number of shares held of shareholding
Trustcorp Limited Interest of controlled corporation 74,101,153 31.0%
(Notes 1 & 3)
Honorex Limited Beneficial owner 1,416,325 28.0%
(Notes 1 & 3)
Interest of controlled corporation 65,496,225
(Notes 1 & 3)
Conquer Rex Limited Beneficial owner 65,496,225 27.4%
(Notes 1 & 3)
Value Partners Limited Investment manager 26,035,000 10.9%
(Notes 2 & 3)
CHEAH Cheng Hye Interest of controlled corporation 26,035,000 10.9%
(Notes 2 & 3)
Twin Success Pacific Limited Beneficial owner 7,188,603 3.0%
(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 Trustcorp 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. 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. 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, underlying shares
and debentures” above.
Note 2: Mr. CHEAH Cheng Hye is deemed to be interested in such shares through its 32.77% interest in Value Partners Limited.
Note 3: All the interests stated above represent long positions.
Save as disclosed above, the Company has not been notified
by any person (other than the directors or chief executive of
the Company) who had interests or short positions in shares,
underlying shares and debentures of the Company as at
31st March 2006 which were required to be disclosed to the
Company under Part XV of the SFO, or which were recorded
in the register required to be kept by Company under Section
336 of the SFO or which were required to be notified to the
UK Listing Authority pursuant to Paragraphs 9.11 to 9.14 of
the UK Listing Rules.
Public Float
Based on the information publicly available, the Company
has maintained at least 25% of the total issued share capital
of the Company to be held by the public at all times during
the year ended 31st March 2006 and up to the date of
this report.