Vtech 2004 Annual Report Download - page 30

VTech Holdings Ltd Annual Report 2004
Report of the
Independent
Auditors
28
Report of the Directors/
Report of the Independent Auditors
2. the grant to the directors of the Company of a general
mandate to allot, issue and otherwise deal with shares
representing up to 20% of the issued share capital of the
Company as at the date of the Annual General Meeting;
3. the grant to the directors of a general authority to allot,
issue and otherwise deal with shares of the aggregate
amount of the shares repurchased under the repurchase
mandate and;
4. amendments to the Bye-laws of the Company.
AUDIT COMMITTEE The Audit Committee has reviewed with
management the accounting principles and practices adopted by
the Group and discussed internal control and financial reporting
matters including the audited financial statements for the year
ended 31st March 2004. The Audit Committee also received reports
from external auditors to review the nature, scope and results of
the external audit.
The members of the Audit Committee comprised Mr. Raymond
CH’IEN Kuo Fung, Mr. William FUNG Kwok Lun and Mr. Michael
TIEN Puk Sun, all are independent non-executive directors of the
Company.
CODE OF BEST PRACTICE In the opinion of the directors, the
Company has complied with the Code of Best Practice as set out in
Appendix 14 of the Listing Rules throughout the accounting period
except that certain independent non-executive directors of the
Company are not appointed for a specific term.
AUDITORS In February 2003, PricewaterhouseCoopers resigned
as auditors of the Company and KPMG were appointed as the
auditors of the Company to fill the casual vacancy caused by the
resignation of PricewaterhouseCoopers.
The financial statements have been audited by KPMG, who retire
and, being eligible, offer themselves for re-appointment at the
forthcoming annual general meeting of the Company. A resolution
for the re-appointment of KPMG as auditors of the Company will
be proposed at the forthcoming annual general meeting of the
Company.
By Order of the Board
Allan WONG Chi Yun
Chairman
Hong Kong, 29th June 2004
TO THE SHAREHOLDERS OF VTECH HOLDINGS
LIMITED
(Incorporated in Bermuda with limited liability)
We have audited the consolidated financial statements of VTech
Holdings Limited (“the Company”) and its subsidiaries (“the
Group”) set out on pages 29 to 46 which have been prepared in
accordance with International Financial Reporting Standards
promulgated by the International Accounting Standards Board.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND
AUDITORS
These consolidated financial statements are the
responsibility of the Group’s directors who are required to prepare
financial statements which give a true and fair view.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. This report is made solely
to the shareholders, as a body, in accordance with Section 90 of
the Bermuda Companies Act 1981, and for no other purpose. We
do not assume responsibility towards or accept liability to any
other person for the contents of this report.
BASIS OF OPINION We conducted our audit in accordance with
International Standards on Auditing as promulgated by the
International Federation of Accountants. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and the significant estimates made by the directors,
as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
OPINION In our opinion the consolidated financial statements
give a true and fair view of the financial position of the Company
and of the Group as of 31st March 2004 and of the Group’s profit
and cash flows for the year then ended in accordance with
International Financial Reporting Standards promulgated by the
International Accounting Standards Board and the disclosure
requirements of the Hong Kong Companies Ordinance and the
Bermuda Companies Act 1981.
KPMG
Certified Public Accountants
Hong Kong, 29th June 2004