Director Shareholding

RNS Number:7036N
Vtech Holdings Ld
18 July 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company


VTech Holdings Limited

2. Name of director


Allan WONG Chi Yun

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest


In respect of holding of :-
( i )    Allan WONG Chi Yun himself;
( ii )   Allan WONG Chi Yun's spouse; and

( iii )  Interests of discretionary trusts in shares of VTech Holdings Limited
which are registered under the name of certain corporations and beneficially
owned by a trustee company as the trustee of such discretionary trusts and Ms.
Wendy WONG Dick Yee, the child of Mr. Allan WONG Chi Yun is the discretionary
object of such trusts.

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)


- Allan WONG Chi Yun for 10,307,393 shares;
- Margaret KWOK for 3,968,683 shares;
- Conquer Rex Limited for 65,496,225 shares;
- Honorex Limited for 1,416,325 shares;
- Twin Success Pacific Limited for 7,188,603 shares; and
- Power Precise Holding Limited for 4,599,437 shares

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)


- Allan WONG Chi Yun's notification for 10,307,393 shares relates to Category ( i );
- Margaret KWOK's notification for 3,968,683 shares relates to Category ( ii );
- Conquer Rex Limited's notification for 65,496,225 shares relates to Category ( iii );
- Honorex Limited's notification for 1,416,325 shares relates to Category ( iii );
- Twin Success Pacific Limited's notification for 7,188,603 shares relates to Category ( iii ); and
- Power Precise Holding Limited's notification for 4,599,437 shares relates to Category ( iii )
(Please refer to category details mentioned above in Item 3)

Conquer Rex Limited, Honorex Limited and Twin Success Pacific Limited are
beneficially owned by Newcourt Trustees Limited as trustee of The Wong Chung Man
1984 Trust.  Power Precise Holding Limited is beneficially owned by Newcourt
Trustees Limited as trustee of The Wong Family Trust.  Ms. Wendy WONG Dick Yee,
the child of Mr. Allan WONG Chi Yan is the discretionary object of such two
discretionary trusts.

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary


N/A

7. Number of shares / amount of stock acquired


N/A

8. Percentage of issued class


N/A

9. Number of shares/amount of stock disposed


N/A

10. Percentage of issued class


N/A

11. Class of security


Ordinary Shares

12. Price per share


N/A

13. Date of transaction
N/A

14. Date company informed


17th July 2003

15. Total holding following this notification


92,976,666

16. Total percentage holding of issued class following this notification


41.2264%

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant


11th March, 2002

18. Period during which or date on which exercisable


11th March, 2002 to 10th March, 2012

19. Total amount paid (if any) for grant of the option


HK$1.00

20. Description of shares or debentures involved: class, number


2,000,000 Ordinary Shares

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise


HK$10.20 per share

22. Total number of shares or debentures over which options held following this
notification


2,000,000

23. Any additional information

This Notification has been made by the director to the Company and information
of this Notification is notified by the Company to Regulatory Information
Service



24. Name of contact and telephone number for queries


Anthony AU , Tel : [phone]

25. Name and signature of authorised company official responsible for making
this notification


Allan WONG Chi Yun

Date of Notification


18th July 2003

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for loss of business or loss of profits) arising in contract, tort or otherwise
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it, or from any action or decision taken as a result of using this document or
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