Vtech 2009 Annual Report Download - page 33

VTech Holdings Ltd Annual Report 2009 31
DIRECTORS’ INTERESTS IN CONTRACTS
Save as disclosed under the paragraph headed “Continuing Connected Transactions”, no contracts of significance 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 2009, other than the interests of the directors or chief executive of the Company as disclosed above,
shareholders who had interests or short positions in the shares or underlying shares of the Company of 5% or more which fall
to be disclosed to the Company under Part XV of the SFO, or which were recorded in the register to be kept by the Company
under Section 336 of the SFO, were as follows:
Name of shareholder Capacity
Number of
shares held
Approximate percentage
of shareholding
Trustcorp Limited Interest of controlled corporation (Note 1) 74,101,153 30.1%
Newcorp Limited Interest of controlled corporation (Note 1) 74,101,153 30.1%
Honorex Limited Beneficial owner (Note 1) 1,416,325 27.2%
Interest of controlled corporation (Note 1) 65,496,225
Conquer Rex Limited Beneficial owner (Note 1) 65,496,225 26.6%
Templeton Asset Management Limited Investment manager 24,631,000 10.0%
Capital Research and Management Company Investment manager 14,831,000 6.0%
Notes:
(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 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 Dr. Allan WONG Chi Yun (“Dr. 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. Dr. 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 deemed to be interested in such shares by virtue of SFO.
(2) All the interests stated above represent long position.
Save as disclosed above, as at 31st March 2009, 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 the shares and underlying
shares of the Company which fall 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.
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 2009 and up to the date of
this report.
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 ended 31st March 2009.
SECURITIES PURCHASE ARRANGEMENTS
At the annual general meeting held on 5th September 2008,
shareholders renewed the approval of a general mandate
authorizing 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 2009, 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 16.5% of the Group’s revenue and the
Group’s five largest customers in aggregate accounted for
approximately 35.6% of the Group’s 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.