Grande AR (E). - the grande holdings limited

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corporate governance report RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS AND AUDITORS’ REMUNERATION The Board is responsible for presenting a balanced, clear and understandable assessment of annual and interim reports, price-sensitive announcements and other disclosures required under the Listing Rules and other regulatory requirements. The directors acknowledge their responsibility for preparing the financial statements of the Company for the year ended 31 December 2005. The statement of the external auditors of the Company about their reporting responsibilities on the financial statements is set out in the “Report of the Auditors” on page 31. The remuneration paid to the external auditors of the Company in respect of audit services and non-audit services for the year ended 31 December 2005 amounted to HK$6 million and HK$80,000 respectively. SHAREHOLDER RIGHTS AND INVESTOR RELATIONS The rights of shareholders and the procedures for demanding a poll on resolutions at shareholders’ meetings are contained in the Company’s Bye-laws. Details of such rights to demand a poll and the poll procedures are included in all circulars to shareholders and will be explained during the proceedings of meetings. Poll results will be published in newspapers on the business day following the shareholders’ meeting and posted on the website of the Company and of the Stock Exchange. Deviation from Code Provision E.1.2 (& reason):– Code provision E.1.2 stipulates that the Chairman of the Board should attend the annual general meeting. The Chairman did not attend the annual general meeting held on 27 June 2005 as he had other business engagements. The general meetings of the Company provide an opportunity for communication between the shareholders and the Board. The Chairman of the Board as well as chairmen of the Nomination Committee, Remuneration Committee and Audit Committee, or in their absence, other members of the respective committees, and where applicable, the independent Board committee, are available to answer questions at the shareholders’ meetings. Separate resolutions are proposed at shareholders’ meetings on each substantial issue, including the election of individual directors. The Company continues to enhance communications and relationships with its investors. Designated senior management maintain regular dialogue with institutional investors and analysts to keep them abreast of the Company’s developments. Enquiries from investors are dealt with in an informative and timely manner. To promote effective communication, the Company also maintains a website at www.grandeholdings.com, where extensive information and updates on the Company’s business developments and operations, financial information, corporate governance practices and other information are posted. On behalf of the Board Christopher W. Ho Chairman 22 The Grande Holdings Limited Annual Report 2005
eport of the directors The directors herein present their report and the audited financial statements of the Company and the Group for the year ended 31 December 2005. PRINCIPAL ACTIVITIES The principal activity of the Company is investment holding. The principal activities of the subsidiaries and associates consisted of the design, development, manufacture and distribution of electronic and computer products and components along with trading of audio & video products and shares. SEGMENTED INFORMATION Details of turnover and segmented information are set out in notes 7 and 40 to the financial statements. RESULTS AND DIVIDENDS The Group’s results for the year ended 31 December 2005 and the state of affairs of the Company and the Group at that date are set out in the financial statements on pages 33 to 94. An interim dividend of HK12 cents per ordinary share was paid on 16 November 2005. The directors recommend the payment of a final dividend of HK12 cents per share in respect of the year to the shareholders on the register of members on 22 June 2006. SUMMARY FINANCIAL INFORMATION A summary of the published results and of the assets and liabilities of the Group for the last five financial years, as extracted from the published audited financial statements and restated as appropriate, is set out below: RESULTS Year ended 31 December (Restated) (Restated) (Restated) (Restated) 2005 2004 2003 2002 2001 HK$ HK$ HK$ HK$ HK$ million million million million million TURNOVER 6,038 6,422 7,723 6,646 7,818 PROFIT BEFORE TAX 315 525 445 313 535 Tax (13) (10) 2 (3) (4) PROFIT BEFORE MINORITY INTERESTS 302 515 447 310 531 Minority interests – 41 3 76 (71) NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS 302 556 450 386 460 The Grande Holdings Limited Annual Report 2005 23
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Grande AR (E). - the grande holdings limited

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