09:30     VTECH HOLDINGS<00303> - Announcement (2)                            

    The maximum aggregate annual value of the transaction is HK$3 million.    
    Since the total rental value receivable by Aldenham under the Lease       
    represents less than 2.5% of the applicable percentage ratios of the      
    Company under Rule 14A.34 of the Listing Rules and accordingly, no        
    independent shareholder's approval is required. Details of the            
    Transaction shall be disclosed by way of an announcement and to be        
    included in the Company's subsequent  published annual report and         
    accounts of each of the relevant financial years in accordance with       
    Rules 14A.45 and 14A.46 of the Listing Rules.                             
                                                                              
    As at the date of this announcement, the Board of Directors of the        
    Company comprises:                                                        
                                                                              
    Executive Directors : Allan WONG Chi Yun Albert LEE Wai Kuen              
                                                                              
    Independent Non-executive Directors : Raymond CH'IEN Kuo Fung William     
    FUNG Kwok Lun Michael TIEN Puk Sun Patrick WANG Shui Chung                
                                                                              
    Definitions:                                                              
                                                                              
    Unless otherwise defines, the following terms used in this                
    announcement shall have the following meanings:                           
                                                                              
    ``Aldenham'' Aldenham Company Limited, a company incorporated in Hong     
    Kong;                                                                     
                                                                              
    ``Company'' VTech Holdings Limited, a company incorporated in Bermuda,    
    the shares of which are listed on The Stock Exchange of Hong Kong         
    Limited and The London Stock Exchange plc;                                
                                                                              
    ``Board'' the board of directors of the Company;                          
                                                                              
    ``Group'' the Company and its subsidiaries;                               
                                                                              
    ``Lease'' the lease of the Premises pursuant to an agreement between      
    Aldenham and the Company dated 6 April 2005;                              
                                                                              
    ``Premises'' the premises at 29th and 30th Floor, 12 Bowen Road, Hong     
    Villa, Hong Kong;                                                         
                                                                              
    ``Previous Lease'' the lease of the Premises pursuant to an agreement     
    between Aldenham and the Company dated 11 April 2003;                     
                                                                              
    ``Listing Rules'' The Rules Governing the Listing of Securities on        
    The Stock Exchange of Hong Kong Limited                                   
                                                                              
    By Order of the Board                                                     
    CHANG Yu Wai                                                              
    Company Secretary                                                         
                                                                              
    Hong Kong, 6 April 2005