Vtech 2011 Annual Report Download - page 33

VTech Holdings Ltd Annual Report 2011 31
Directors’ Interests and Short Positions in Shares, Underlying Shares and Debentures (Continued)
Save as disclosed above, as at 31 March 2011, none of the directors and chief executives of the Company had any interest or short
positions 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 Section 352 of the SFO or otherwise
notified to the Company and the Stock Exchange pursuant to the Model Code.
Substantial Shareholdings
As at 31 March 2011, 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:
Name of shareholder Capacity
Number of
shares held
Approximate percentage
of shareholding
Trustcorp Limited Interest of controlled corporation (Note 1) 74,101,153 29.8%
Newcorp Limited Interest of controlled corporation (Note 1) 74,101,153 29.8%
Honorex Limited Interest of controlled corporation (Note 1) 65,496,225 26.9%
Beneficial owner (Note 1) 1,416,325
Conquer Rex Limited Beneficial owner (Note 1) 65,496,225 26.4%
Templeton Asset Management Limited Investment manager 39,721,900 16.0%
Capital Research and Management Company Investment manager 17,973,100 7.2%
Notes:
(1) The shares were beneficially owned as to 1,416,325 by Honorex, as to 65,496,225 by Conquer Rex and as to 7,188,603 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, 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. Allan WONG Chi Yun founder interests in the 74,101,153 shares of the Company have also
been disclosed under the section headed “Directors’ Interests and Short positions in Shares, Underlying Shares and Debentures” in this Annual Report. 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 represented long positions.
Save as disclosed above, as at 31 March 2011, the Company had
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 2011 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 2011.
Securities Purchase Arrangements
At the annual general meeting held on 30 July 2010, 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 2011, 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 13.9%
of the Group’s revenue and the Group’s five largest customers
in aggregate accounted for approximately 34.1% 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.
Auditor
The financial statements have been audited by KPMG, who shall
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, 31 May 2011