Vtech 2012 Annual Report Download - page 38

36 VTech Holdings Ltd Annual Report 2012
Report of the Directors
Substantial Shareholdings
As at 31 March 2012, 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
Credit Suisse Trust Limited Interest of controlled corporation (Note 1) 74,101,153 29.7%
Surplus Assets Limited Interest of controlled corporation (Note 1) 74,101,153 29.7%
Honorex Limited Interest of controlled corporation (Note 1) 65,496,225 26.3%
Beneficial owner (Note 1) 1,416,325 0.6%
Conquer Rex Limited Beneficial owner (Note 1) 65,496,225 26.3%
Templeton Asset Management Limited Investment manager 39,888,200 16.0%
Capital Research and Management Company Investment manager 12,508,200 5.0%
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 wholly owned by Honorex.
Each of Conquer Rex, Honorex and Twin Success was wholly owned by Surplus Assets. Surplus Assets was wholly owned by Credit Suisse Trust Limited as the trustee of The Allan Wong
2011 Trust, a discretionary trust of which Dr. Allan WONG Chi Yun, a Director, was the founder. Surplus Assets 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. Surplus Assets was wholly owned by Credit Suisse Trust Limited which was deemed
to be interested in such shares by virtue of the SFO. Dr. Allan WONG Chi Yun’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” in this Annual Report.
(2) All the interests stated above represented long positions.
Save as disclosed above, as at 31 March 2012, 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 2012 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 2012.
Securities Purchase Arrangements
At the annual general meeting held on 22 July 2011, 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
financial year. Neither the Company nor any of its subsidiaries has
purchased or sold any of the Company’s shares during the financial
year, except that the trustee of the Share Purchase Scheme,
pursuant to the rules and trust deed of the Share Purchase Scheme,
purchased on the Stock Exchange a total of 244,000 Company’s
shares at a consideration of US$2.7 million.
Major Customers and Suppliers
For the year ended 31 March 2012, 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 12.6%
of the Group’s revenue and the Group’s five largest customers in
aggregate accounted for approximately 33.7% of the Group’s
revenue during the financial 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, 23 May 2012