Vtech 2006 Annual Report Download - page 34

VTech Holdings Ltd Annual Report 2006 31
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 12th August 2005,
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 2006, 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 represented less than
30% of the Group revenue and the Group’s five largest
customers in aggregate accounted for approximately 36.5%
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.
Details of the 2001 Scheme are set out in note 17 to the
financial statements.
Continuing 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 renewed 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.
The independent non-executive directors of the Company
have reviewed the continuing connected transaction and
confirmed that the transaction has been (i) entered into in the
ordinary and usual course of business of the Group;
(ii) either on normal commercial terms or terms no less
favourable to the Group than terms available to or from
independent third parties; and (iii) in accordance with the
lease agreement governing them on terms that are fair and
reasonable and in the interests of the shareholders of the
Company as a whole.
The auditors of the Company have also confirmed that for the
year ended 31st March 2006, the continuing connected
transaction (i) has received the approval of the Board; and
(ii) has been entered into in accordance with the relevant
agreement governing the transaction, and (iii) has not
exceeded the cap disclosed in the related announcement.