Vtech 2016 Annual Report Download - page 45

41VTech Holdings Limited Annual Report 2016
Share Option Scheme
The Company operates a share option scheme (the “Scheme”)
approved on 22 July 2011 for the purpose of providing incentives
and rewards to eligible participants who contribute to the success
of the Group’s operations. Eligible participants of the Scheme
include employees and o cers of any member of the Group. The
maximum number of shares which may be issued upon exercise
of all options to be granted under the Scheme or any other share
option schemes adopted by the Company is 24,938,913 shares.
Under the Scheme, the Directors may, at their discretion, at any
time during 10 years from the date of adoption of the Scheme,
invite employees and o cers of any member of the Group to
subscribe for shares of the Company in accordance with the terms
of the Scheme. The new shares, when issued and fully paid, will
rank pari passu among themselves and with the shares currently in
issue, pursuant to the Scheme.
Details of the Scheme are set out in note 18 to the  nancial
statements.
Share Purchase Scheme
On 30 March 2011 (the “Adoption Date”), the Company adopted
a share purchase scheme (the “Share Purchase Scheme”), which is
a share incentive award scheme for the purpose of incentivising
employees and attracting suitable personnel for the continuous
development of the Group. Eligible participants of the Share
Purchase Scheme include Directors, o cers and employees of
any member of the Group as the Remuneration Committee may
determine or approve. The Share Purchase Scheme shall be valid
and e ective for a term of 20 years from the Adoption Date. The
shares to be awarded pursuant to the Share Purchase Scheme (the
“Awarded Shares”) will be granted to the eligible participants at
no consideration subject to the applicable conditions and vesting
period as determined by the Remuneration Committee. The new
shares, when issued and fully paid, will rank pari passu among
themselves and with the shares currently in issue, pursuant to the
Share Purchase Scheme.
On 26 March 2013, the Company further adopted an Addendum
to the Share Purchase Scheme for the eligible French employees
of the Group (the “French Subplan”). The Awarded Shares will be
granted to the eligible French employees pursuant to the Share
Purchase Scheme and the French Subplan. The vesting period
applicable under the French Subplan shall not be less than 2
years following the date of the award and a further 2 years sales
restriction period as calculated from the date of the Awarded
Shares being transferred to the eligible French employees.
On 19 May 2015, the Company further amended and extended
the Share Purchase Scheme such that the Company may furnish
the trustee of the Share Purchase Scheme with cash to subscribe
for new shares under the general mandate of the Company (as
approved by the annual general meeting of the Company from
time to time) and hold such new shares in trust for the selected
participants (not being connected persons of the Company) under
the Share Purchase Scheme.
Details of the Share Purchase Scheme and the French Subplan are
set out in note 18 to the  nancial statements.
Directors’ Interests and Short Positions in Shares, Underlying Shares and Debentures
As at 31 March 2016, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying
shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures
Ordinance (the “SFO”)) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO or otherwise
noti ed to the Company and the Stock Exchange pursuant to the Model Code set out in Appendix 10 to the Listing Rules as adopted by
the Company, were as follows:
Number of ordinary shares
Equity
derivatives Total
Approximate
percentage of
shareholding
Name of Director
Personal
interest
Family
interest
Other
interest
Allan WONG Chi Yun 9,654,393 3,968,683 74,101,153
(Note 1)
– 87,724,229 34.92%
PANG King Fai 91,500 – – – 91,500 0.04%
Andy LEUNG Hon Kwong 128,000 – – – 128,000 0.05%
William FUNG Kwok Lun 449,430 – 592,200
(Note 2)
– 1,041,630 0.41%
Michael TIEN Puk Sun – 211,500
(Note 3)
211,500
(Note 3)
– 423,000 0.17%
Patrick WANG Shui Chung 162,000 – – – 162,000 0.06%
Notes:
(1) The shares were bene cially owned as to 1,416,325 shares by Honorex Limited (“Honorex”), as to 65,496,225 shares by Conquer Rex Limited (“Conquer Rex”) and as to 7,188,603 shares by
Twin Success Paci c Limited (“Twin Success”). Conquer Rex was wholly owned by Honorex. Each of Conquer Rex, Honorex and Twin Success was wholly owned by Surplus Assets Limited
(“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 and 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.
(2) The shares were held by Golden Step Limited which was bene cially owned by Dr. William FUNG Kwok Lun.
(3) The shares were held by Romsley International Limited which was jointly owned by Mr. Michael TIEN Puk Sun and his spouse.
(4) All the interests stated above represented long positions.
(5) The approximate percentage of shareholding is calculated based on 251,182,133 shares of the Company in issue as at 31 March 2016.
Save as disclosed above, as at 31 March 2016, none of the Directors and chief executives of the Company had any interest or short
positions in the 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 recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO or
otherwise noti ed to the Company and the Stock Exchange pursuant to the Model Code.