Vtech 2010 Annual Report Download - page 37

VTech Holdings Ltd Annual Report 2010 35
Substantial Shareholdings
As at 31 March 2010, other than the interests of the directors and chief executives 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 fell 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:
Number of Approximate percentage
Name of shareholder Capacity shares held of shareholding
Trustcorp Limited Interest of controlled corporation (Note 1) 74,101,153 30.0%
Newcorp Limited Interest of controlled corporation (Note 1) 74,101,153 30.0%
Honorex Limited Interest of controlled corporation (Note 1) 65,496,225 27.1%
Beneficial owner (Note 1) 1,416,325
Conquer Rex Limited Beneficial owner (Note 1) 65,496,225 26.5%
Templeton Asset Management Limited Investment manager 39,238,500 15.9%
Notes:
(1) The shares were held as to 1,416,325 directly by Honorex, as to 65,496,225 directly by Conquer Rex and as to 7,188,603 directly by 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”. Trustcorp Limited was wholly owned by Newcorp Limited which was
deemed to be interested in such shares by virtue of the SFO.
(2) All the interests stated above represent long position.
Save as disclosed above, as at 31 March 2010, the Company has
not been notified by any person (other than the directors and
chief executives of the Company) who had interests or short
positions in the shares and underlying shares of the Company
which fell 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 31 March 2010 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 31 March 2010.
Securities Purchase Arrangements
At the annual general meeting held on 7 August 2009,
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 31 March 2010, 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 16.7%
of the Group’s revenue and the Group’s five largest customers
in aggregate accounted for approximately 34.6% 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 Byelaws
of the Company and there are no statutory restrictions against
such rights under the laws of Bermuda in which the Company is
incorporated.
Auditor
The financial statements have been audited by KPMG, who retire
and, being eligible, offer themselves for re-appointment at the
forthcoming annual general meeting of the Company.
By Order of the Board
Allan WONG Chi Yun
Chairman
Hong Kong, 14 June 2010