Grande AR (E). - the grande holdings limited

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eport of the directors CONTINGENT LIABILITIES As at 31 December 2005, the Group had contingent liabilities of approximately HK$23 million in respect of a guarantee for banking facilities granted to a former associate. POST BALANCE SHEET EVENTS Details of the significant post balance sheet events of the Group are set out in note 42 to the financial statements. PRE-EMPTIVE RIGHTS There are no provisions for pre-emptive rights under the Company’s Bye-Laws or the laws in Bermuda which would oblige the Company to offer new shares on a pro rata basis to existing shareholders. CONNECTED TRANSACTIONS Significant related party transactions entered by the Group during the year ended 31 December 2005, which constitute connected transactions under the Listing Rules is disclosed in note 6 to the financial statements. AUDIT COMMITTEE The principal activities of the Audit Committee include the review and supervision of the Group’s financial reporting process and internal controls. The Audit Committee has reviewed the financial statements of the Group for the year ended 31 December 2005. The Audit Committee comprises three independent non-executive directors, namely Mr. Herbert H.K. Tsoi, Mr. Johnny W.H. Lau and Mr. Martin I. Wright. CORPORATE GOVERNANCE The Company’s corporate governance principles and practices are set out in the Corporate Governance Report on pages 14 to 22 of this Annual Report. MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions by the directors of the Company (the “Code”). Having made specific enquiry of the directors of the Company, all the directors confirmed that they had complied with the required standards as set out in the Code during the year ended 31 December 2005. SUFFICIENCY OF PUBLIC FLOAT Based on information that is publicly available to the Company and within the knowledge of the directors up to the date of this report, the Company has sufficient public float as required under the Listing Rules. AUDITORS Messrs. Deloitte Touche Tohmatsu retire and a resolution for their reappointment as auditors of the Company will be proposed at the forthcoming annual general meeting. The Company has not changed auditors in the past three years. On behalf of the Board Christopher W. Ho Chairman Hong Kong 8 May 2006 30 The Grande Holdings Limited Annual Report 2005
eport of the auditors To the shareholders of The Grande Holdings Limited (Incorporated in Bermuda with limited liability) We have audited the consolidated financial statements of The Grande Holdings Limited (the “Company”) and its subsidiaries (the “Group”) from pages 33 to 94 which have been prepared in accordance with accounting principles generally accepted in Hong Kong, other than as set out below. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS The directors are responsible for the preparation of consolidated financial statements which give a true and fair view. In preparing consolidated financial statements which give a true and fair view it is fundamental that appropriate accounting policies are selected and applied consistently. It is our responsibility to form an independent opinion, based on our audit, on those financial statements and to report our opinion solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act, 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 Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the consolidated financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the consolidated financial statements, and of whether the accounting policies are appropriate to the circumstances of the Group, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance as to whether the consolidated financial statements are free from material misstatement. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. The Grande Holdings Limited Annual Report 2005 31
Page 1: THE GRANDE HOLDINGS LIMITED
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