Vtech 2016 Annual Report Download - page 46

Report of the Directors
42 VTech Holdings Limited Annual Report 2016
Substantial Shareholdings
As at 31 March 2016, 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 required 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 29.50%
Surplus Assets Limited Interest of controlled corporation (Note 1) 74,101,153 29.50%
Honorex Limited Interest of controlled corporation (Note 1) 65,496,225 26.08%
Bene cial owner (Note 1) 1,416,325 0.56%
Conquer Rex Limited Bene cial owner (Note 1) 65,496,225 26.08%
Templeton Asset Management Limited Investment manager 20,033,600 7.98%
The Capital Group Companies, Inc. Interest of controlled corporation 30,252,009 12.04%
Notes:
(1) The shares were bene cially owned as to 1,416,325 shares by Honorex, as to 65,496,225 shares by Conquer Rex and as to 7,188,603 shares 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 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. 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.
(3) 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, the Company had not been noti ed 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 the Company under
Section 336 of the SFO.
Public Float
Based on the information publicly available and within the
knowledge of the Directors, 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 2016 and
up to the date of this Annual 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 2016.
Securities Purchase Arrangements
At the 2015 AGM, shareholders renewed the approval of a general
mandate authorising the Directors to e ect 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 and its subsidiaries have not redeemed any of its
shares during the  nancial year. Neither the Company nor any of
its subsidiaries has purchased or sold any of the Company’s shares
during the  nancial 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 77,000 Company’s shares at a consideration of US$1 million.
Major Customers and Suppliers
For the year ended 31 March 2016, the aggregate amount of
purchases attributable to the Group’s  ve largest suppliers
represented less than 30% of the Group’s total value of purchases.
The Group’s largest customer accounted for approximately 12.4%
of the Group’s revenue and the Group’s  ve largest customers
in aggregate accounted for approximately 32.2% of the Group’s
revenue during the  nancial 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.
Events after Reporting Period
On 4 April 2016, the Company, through an indirect wholly-owned
subsidiary, completed the acquisition of the entire issued share
capital of LeapFrog, a company incorporated in the State of
Delaware, the shares of which were previously listed on the New
York Stock Exchange, by way of merger at a consideration of
approximately US$72 million. LeapFrog is the leading developer
which designs and distributes electronic learning products with its
well-known brand name “LeapFrog”.
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 Group's consolidated  nancial statements have been audited
by KPMG, who shall retire and, being eligible, o er itself for
reappointment at the 2016 AGM.
On behalf of the Board
Allan WONG Chi Yun
Chairman
Hong Kong, 17 May 2016