Director Shareholding

RNS Number:0498U
Vtech Holdings Ld
09 January 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company

VTech Holdings Limited

2. Name of director

William FUNG Kwok Lun

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

Notification is related to transfer of shareholding from Madam CHOU Siu Mei, 
Sylvia, spouse of Mr. William FUNG Kwok Lun to Mr. William FUNG Kwok Lun

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

No information on the registered holder(s) has been provided by the director 
named in 2 above

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

The connected person is Madam CHOU Siu Mei, Sylvia, the spouse of Mr. William 
FUNG Kwok Lun

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

Acquisition of shares

7. Number of shares / amount of stock acquired

409,430

8. Percentage of issued class

0.18%

9. Number of shares/amount of stock disposed

Nil

10. Percentage of issued class

Nil

11. Class of security

Ordinary shares

12. Price per share

HK$11.60

13. Date of transaction

9th January, 2004

14. Date company informed

8th January, 2004

15. Total holding following this notification

1,041,630 (of which 409,430 shares so acquired have been immediately settled)

16. Total percentage holding of issued class following this notification

0.46% (remain unchanged before and after the settlement of the shares so 
acquired)

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

17. Date of grant

Nil

18. Period during which or date on which exercisable

Nil

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

Nil

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

Nil

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

Nil

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

Nil

23. Any additional information

Please refer to another Notification before settlement of the 409,430 shares 
immediately submitted prior to this Notification

24. Name of contact and telephone number for queries

Ms. Lydia CHUNG , Tel : [phone]

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

Mr. William FUNG Kwok Lun

Date of Notification

9th January, 2004

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