- 2007.12 IIN INT’L
Company Name: IIN International LimitedStock Code: 8128Year end: September 30, 2007
Basis for qualified opinion
The corresponding figures in the current year’s consolidated financial statements were derived from the consolidated financial statements for the year ended 30 September 2006 which was audited by another auditor whose report dated 29 December 2006 was disclaimed in view of the fundamental uncertainty relating to the going concern basis of the consolidated financial statements. We are unable to obtain sufficient reliable evidence to satisfy ourselves as to whether the net liabilities of the Company and of the Group as at 30 September 2006 and the results and cash flows and the related disclosures in the notes to the consolidated financial statements of the Company and of the Group for the year ended 30 September 2006 were fairly stated. Any adjustment found to be necessary to the opening balances as at 1 October 2006 may affect the net assets of the Company and of the Group as at 30 September 2007 and the results and cash flows and the related disclosures in the notes to the consolidated financial statements of the Company and the Group for the year ended 30 September 2007.
Qualified opinion arising from limitation of scope for the corresponding figures
In our opinion, except for the effects of such adjustments on the opening balances, if any, as might have been determined to be necessary had we been able to obtain sufficient information concerning the matters as described in the basis for qualified opinion paragraph, the consolidated financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 30 September 2007 and of the Group’s profit and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.
- 2007.12 DICKSON GROUP
Company Name: Dickson Group Holdings LimitedStock Code: 313Year end: March 31, 2007
Basis for Disclaimer of Opinion
(1) As more fully explained in note 2.1 to the financial statements, trading in the company’s shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has been suspended since 30 December 2005. On 29 May 2007, the High Court of Hong Kong (the “Court”) appointed Mr. Stephen Liu Yiu Keung and Mr. Robert Armor Morris as the joint and several liquidators (the “Liquidators”) of the company. On 10 September 2007, a preliminary agreement, exclusivity agreement and escrow agreement were entered into regarding the implementation of a restructuring proposal (the “Restructuring Proposal”).
The Restructuring Proposal is subject to the approval of all relevant parties, including the court, regulatory authorities, creditors and shareholders.
The Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) require, inter alia, that companies whose shares are listed on the Stock Exchange submit audited financial statements to shareholders within four months of the balance sheet date. However, the audit of the final results of the company and its subsidiaries for the years ended 31 March 2006 and 2007 was necessarily delayed while the Restructuring Proposal was being finalised.
The Liquidators were appointed on 29 May 2007 pursuant to an order of the Court. Upon the appointment of the Liquidators, the powers of the directors were suspended with regard to the affairs and business of the company. We were appointed auditor on 12 September 2007. As further set out in note 2.1 to the financial statements, we were unable to obtain all the information that we required in relation to our audit for the year ended 31 March 2007. As a consequence, we were unable to carry out all of the auditing procedures necessary to obtain adequate assurance regarding the assets, liabilities, income and expenses appearing in the financial statements of the company and of the group, and the adequacy and sufficiency of disclosures in these financial statements. There were no satisfactory audit procedures that we could adopt to obtain sufficient evidence regarding the accuracy and completeness of the assets, liabilities, income and expenses of the company and of the group, and the adequacy and sufficiency of disclosures in the financial statements.
(2) As further detailed in note 13 to the financial statements, proper group consolidated financial statements have not been prepared. The group’s consolidated financial statements have not incorporated the results, assets and liabilities of certain subsidiaries, namely Interform Investment Company Limited and 德森建築科技（深圳）有限公司 , as further detailed in note 13 to the financial statements. This accounting treatment is not in accordance with the requirements of Hong Kong Accounting Standard 27 Consolidated and Separate Financial Statements. Moreover, no disclosures have been made in the consolidated financial statements in respect of (a) the aggregate of the profits less losses of the unconsolidated subsidiaries for the year under review, and (b) the aggregate of the profits less losses of the unconsolidated subsidiaries for the financial years since they became subsidiaries as required by paragraph 18(4) of the Tenth Schedule of the Hong Kong Companies Ordinance. We were unable to quantify the effects of departure from these requirements.
Fundamental Uncertainty Relating to the Going Concern Basis
The consolidated financial statements show the net current liabilities and net liabilities amount attributable to equity holders of the company at 31 March 2007 which indicate the existence of a material uncertainty which may cast significant doubt on the group’s and the company’s ability to continue as a going concern. As disclosed in note 2.1 to the financial statements, the consolidated financial statements have been prepared on a going concern basis. In the opinion of the Liquidators, the group and the company would not continue as a going concern at the balance sheet date if the Restructuring Proposal is not successfully implemented.
If the Restructuring Proposal is not successfully implemented, adjustments might have to be made further to reduce the value of assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify non-current assets and liabilities as current assets and liabilities, respectively. We are unable to ascertain the appropriateness of preparing these financial statements under the going concern basis.
Disclaimer of Opinion: Disclaimer on View Given by Financial Statements
Because of the significance of the matters described in the basis for disclaimer of opinion paragraph and the fundamental uncertainty relating to the going concern basis paragraph, we do not express an opinion on the financial statements as to whether they give a true and fair view of the state of affairs of the company and of the group as at 31 March 2007 and of the group’s loss and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance. In all other respects, in our opinion, the financial statements have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance.
Without further qualifying our opinion, we draw attention to the fact that the independent auditor’s report dated 17 December 2007 on the financial statements of the company and of the group for the year ended 31 March 2006, which form the basis for the comparative accounts presented in the current year’s financial statements, was qualified on account of similar scope limitations to those detailed in items 1 and 2 of the basis for disclaimer of opinion paragraph; and the fundamental uncertainty relating to the going concern basis paragraph above.