Vtech 2006 Annual Report Download - page 35

Report of the Directors
VTech Holdings Ltd Annual Report 200632
Annual General Meeting
The following special business will be proposed at the annual
general meeting to be held on 11th August 2006:
1. the grant to the directors of the Company of a general
mandate to repurchase shares representing up to 10%
of the issued share capital of the Company as at the date
of the annual general meeting;
2. the grant to the directors of the Company of a general
mandate to allot, issue and otherwise deal with shares
representing up to 10% of the issued share capital of
the Company as at the date of the annual general
meeting; and
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.
The Directors believe that an authority given to the Directors
to allot and issue shares and to repurchase shares would give
the Company additional flexibility that would be beneficial. As
for the repurchase mandate, the Directors would only make a
repurchase in circumstances where they consider it to be in
the best interests of the Company and in circumstances where
they consider that the shares can be repurchased on
favourable terms.
Auditors
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, 21st June 2006
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 33 to 53 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 2006 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, 21st June 2006
Report of the Independent
Auditors