EMPHASIS OF MATTER BY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2010

Transcription

1 LOTTVISION LIMITED (Incorporated in Bermuda) (Company Registration Number: 32308) EMPHASIS OF MATTER BY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2010 The Board of Directors wishes to announce that the independent auditors of the Company, Messrs KPMG (the Auditors ), have an emphasis of matter in their Independent Auditors Report for the financial statements of the Company and its subsidiaries for the financial year ended 31 March 2010 (the Financial Statements ), which has been despatched to the shareholders of the Company and the Singapore Exchange Securities Trading Limited on 12 July The opinion of the Auditors, however, remains unqualified. Please refer to the copy of the Independent Auditor s Report, together with the extract of the relevant notes to the Financial Statements, attached in relation to the above. BY THE ORDER OF THE BOARD Paul Gao Xiangnong Chief Executive Officer and Executive Director 14 July 2010

2 Independent auditor s report to the shareholders of LottVision Limited (Incorporated in Bermuda with limited liability) We have audited the accompanying consolidated financial statements of LottVision Limited (the Company ) and its subsidiaries (the Group ) set out on pages 34 to 96, which comprise the consolidated and company balance sheets as at 31 March 2010, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Directors responsibility for the financial statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. This report is made solely to you, 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. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the consolidated financial statements give a true and fair view of the financial performance of the Company and of the Group as at 31 March 2010, and of the Group s results and the Group s cash flows for the year then ended in accordance with International Financial Reporting Standards.

3 Emphasis of matter Without qualifying our opinion, we draw attention to note 16 to the consolidated financial statements which sets out that the Group has goodwill and exclusive technical support agreement with carrying amounts of HK$31,890,000 and HK$38,402,000 respectively at 31 March 2010 in respect of the web-tv business. Following the spin-off of the identification of reading and writing device, mobile lottery and internet management businesses, this web-tv business now forms the major operation of the Group. Management has prepared cash flow projections and financial budgets in support of the carrying amounts of the goodwill and exclusive technical support agreement using assumptions based on their expectation of market development of this web-tv business. We note that estimates of future cash flows generated from such new business are inherently uncertain. Details of the assumptions used in preparing the cash flow projections and financial budgets and information regarding the key sources of estimation uncertainty are set out in notes 16 and 33(a) and (b). KPMG Certified Public Accountants 8th Floor, Prince s Building 10 Chater Road Central, Hong Kong 7 July 2010

4 Extracts of the Notes to the Financial Statements 16 INTANGIBLE ASSETS (a) Goodwill Impairment tests for cash-generating units containing goodwill Goodwill is allocated to the Group s Cash Generated Units ( CGU ) identified according to business segment as follows: HK$ 000 HK$ 000 Internet management Web-TV technical support service 31,890 31,890 Internet management - Online gaming portal service - 19,971 Internet and digital video surveillance solutions - 8,200 Mobile lottery - 5,460 31,890 65,521 ========= ========= For all the above businesses, the recoverable amounts of the CGUs are determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering five-year to fifteen-year periods. Cash flows beyond the five-year to fifteen-year period are extrapolated using a zero growth rate. The periods of the financial budgets are estimated primarily based on technical service agreements and an exclusive agreement for the provision of technical services in the PRC. Key assumptions used for the value-in-use calculations are: Growth rate 44% 15-40% Gross margin 31-36% 35-80% Discount rates 20% 17-18% Management determined the budgeted gross margin based on past performance and its expectation for market development. The discount rates used are pre-tax and reflect specific risks. The recoverable amount of the CGUs relating to the internet and digital video surveillance solutions as at 31 March 2010 is less than its carrying value. Accordingly, an impairment loss of HK$8,200,000 (2009: HK$8,200,000) has been made. The following sensitivity analysis indicates the instantaneous change in the CGU s recoverable amount that would arise assuming that the change in growth rate, gross margin or discount rate had occurred at the balance sheet date. At 31 March 2010, directors are of the view that a decrease of 3.3 percentage points in growth rate, a decrease of 5.5 percentage points in gross margin or an increase of 2.0 percentage points in discount rate, with all other variables held constant, would cause the CGU s carrying amount to exceed its recoverable amount by approximately HK20,000. Other intangible assets Other intangible assets are accounted for in accordance with the accounting policies as set out in note 2(g)(ii). Certain software of the Group was used for internet portal services, surveillance business and mobile betting in the PRC. The directors considered that in light of the cessation of internet portal services and mobile betting business and reduction of surveillance business, impairment loss of HK$10,123,000 (2009: HK$11,847,000) was recognised.

5 Other intangible assets include an identifiable and separable exclusive technical service support agreement to a company in the PRC which permit the provision of web-tv services in the PRC. The carrying value of the exclusive technical service support agreement amounting to HK$39,055,000 was acquired through an acquisition of Tian Tian Zai Xian Limited ( Tian Tian Zai Xian ). As at 31 March 2009, other intangible assets also include acquired licenses for value added telecom business operation with a net book value amounting to HK$24,502,000 acquired at the date of acquisition of an interest in a subsidiary through business combination. The licence was disposed during the year. The amortisation charge for the year is included in administrative expenses in the consolidated income statement. Impairment test for license with indefinite useful economic life in 2009 License for value added telecom business operation used in lottery business operations was separately identifiable. The recoverable amount of the license was determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering five-year periods. Cash flows beyond the five-year period are extrapolated using a zero growth rate. Key assumptions used for the value-in-use calculations are: 2009 Gross margin 80% Discount rate 18% Management determined the budgeted gross margin based on past performance and its expectation for market development. The discount rates used was pre-tax and reflect specific risks. The recoverable amount of the license was greater than their carrying amount. Any adverse change in assumptions could reduce the recoverable amount below the carrying amount. 33. ACCOUNTING ESTIMATES AND JUDGEMENTS (a) Impairment on goodwill The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows. (b) Impairment of interests in subsidiaries, interests in associates, other investments and other intangible assets If circumstances indicate that the carrying value of interests in subsidiaries, interests in associates, other investments and other intangible assets (collectively these assets ) may not be recoverable, these assets may be considered impaired, and an impairment loss may be recognised in accordance with IAS 36 Impairment of Assets. The carrying amounts of these assets are reviewed at least annually in order to assess whether recoverable amounts have declined below the carrying amounts. These assets are tested for impairment whenever events or changes in circumstances indicate that their recorded carrying amounts may have fallen below their recoverable amounts. The recoverable amounts of these assets are the estimated future cash flows discounted at the current market rate of return of similar assets. In determining the value in use, expected cash flows generated by the assets are discounted to their present values, which require significant judgement relating to levels of sales volumes, selling prices and the amount of operating costs. The Group uses all readily available information in determining an amount that is a reasonable approximation of the recoverable amount, including estimates based on reasonable and supportable assumptions and projections of sales volumes, selling prices and the amount of operating costs. However, estimations of future cash flows, particularly from new businesses are inherently uncertain. Should such cash flows not materialise impairment provisions may be required in future accounting periods.