Vtech 2007 Annual Report Download - page 28

Report of the Directors
VTech Holdings Ltd
Annual Report 2007
26
Approximate percentage
Name of shareholder Capacity Number of shares held of shareholding
Trustcorp Limited Interest of controlled corporation (Notes 1 & 3) 74,101,153 31.0%
Newcorp Limited Interest of Controlled Corporation (Notes 1 & 3) 74,101,153 31.0%
Newcorp Holdings Limited Interest of Controlled Corporation (Notes 1 & 3) 74,101,153 31.0%
David Henry Christopher HILL Interest of Controlled Corporation (Notes 1 & 3) 74,101,153 31.0%
David William ROBERTS Interest of Controlled Corporation (Notes 1 & 3) 74,101,153 31.0%
Rebecca Ann HILL Interest of Spouse (Notes 1 & 3) 74,101,153 31.0%
Honorex Limited Benefi cial owner (Notes 1 & 3) 1,416,325 28.0%
Interest of controlled corporation (Notes 1 & 3) 65,496,225
Conquer Rex Limited Benefi cial owner (Notes 1 & 3) 65,496,225 27.4%
Value Partners Limited Investment manager (Notes 2 & 3) 19,530,000 8.2%
CHEAH Cheng Hye Interest of controlled corporation (Notes 2 & 3) 19,530,000 8.2%
Twin Success Pacifi c Limited Benefi cial owner (Notes 1 & 3) 7,188,603 3.0%
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 Pacifi c Limited (“Twin Success”). Conquer Rex was a wholly-owned subsidiary of Honorex. Each of Conquer Rex,
Honorex and Twin Success was 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, was 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. Trustcorp Limited was wholly owned by Newcorp Limited which was in turn wholly owned by Newcorp Holdings Limited. Each of
Mr. David Henry Christopher HILL and Mr. David William ROBERTS was deemed to be interested in such shares through its 35% interest in Newcorp Holdings
Limited. Ms. Rebecca Ann HILL, being the spouse of Mr. David Henry Christopher HILL, was deemed to be interested in such shares by virtue of SFO.
Note 2: Mr. CHEAH Cheng Hye is deemed to be interested in such shares through his 35.65% interest in Value Partners Limited.
Note 3: All the interests stated above represent long position.
DIRECTORS’ INTERESTS AND SHORT
POSITIONS IN SHARES, UNDERLYING
SHARES AND DEBENTURES (continued)
(2) Share Options of the Company (continued)
Save as disclosed above, as at 31st March 2007, none of the
directors and chief executive of the Company has any interest
or short position in 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 notifi ed the
issuer pursuant to Rule 3 of DTR of the FSA.
DIRECTORS’ INTERESTS IN CONTRACTS
Save for the lease described under the paragraph headed
“Continuing Connected Transaction”, no contracts of
signifi cance 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 2007, according to the register maintained
by the Company under Section 336 of the SFO and the record
of notifi cation made pursuant to Rule 5 of DTR of the FSA 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:
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