Comroad AG
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ComROAD AG – Findings of the special audit
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Unterschleissheim, Germany, 10 April 2002
I. Special audit by Rödl & Partner
With the resolution adopted by the Supervisory Board of the company on 20 Feb.
2002 Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft was commissioned by the
Supervisory Board of the company with a special audit of ComROAD AG for the
2001 financial year.
Within the framework of a Supervisory Board meeting of ComROAD AG on 9 Apr. 2002
Rödl & Partner presented a 232-page special report. The essential findings of
this special audit which may be of potential relevance to the stock price may be
summarised as follows:
1. Of the sales revenues of EUR 93.6 million of the company for 2001 posted
as of 31 Dec. 2001, a sum of EUR 90.3 million was processed through VT
Electronics Ltd., Hong Kong. In addition, according to the invoices of ComROAD
AG for 2001 a sum of EUR 3.2 million was invoiced directly to GTTS partners. The
remaining sales revenues concern sales of some EUR 0.1 million, which were
attained in Germany.
2. With regard to these sales revenues the special audit revealed that of the
total sales of EUR 93.5 million posted with GTTS partners the corresponding
vouchers for sales could not be provided for sales of EUR 67.1 million. Due to
the fact that contact persons were missing or could not be shown to exist, it
was not possible to contact contractual partners with whom sales revenues of EUR
25.1 million were said to have been attained. Thus there are confirmed sales
revenues of EUR 1.3 million with GTTS partners. This corresponds to 1.4% of the
sales of EUR 93.6 million for 2001 which were reported in an ad hoc announcement
on 15 Jan. 2002.
end of ad-hoc-announcement (c)DGAP 10.04.2002
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
3. Research into supposed business partners revealed that some of these do
no exist or that they no longer existed in the 2001 auditing period. In
particular ComROAD AG processed 96.4% of its stated sales through VT Electronics
Ltd. in 2001. No evidence could be provided that transactions had actually been
conducted with this company in 2001 or that this company had existed at any
point in time. As high sales revenues have been posted worldwide yet at the same
time no monies have flowed, it is to be assumed that fictitious invoices have
been prepared and purchase invoices falsified. These were then posted as sales
revenues, sales input and payments on account on the 2001 annual financial
statements.
4. The shareholdings entered into and the loans extended were not
collateralised at all or insufficiently in negligence of the prudence concept.
Due to the negative development in terms of earnings and the threat and
occurrence of insolvency at individual shareholdings, to which, in addition to
the capital participation, loans were also extended or for which ComROAD AG
acted as a guarantor, it is to be expected that there will be a need for
considerable valuation adjustments. Furthermore, the existing agreements and the
guarantees entered into may possibly lead to future financial obligations for
ComROAD AG.
II. Changes in the Supervisory Board of the company
In its meeting on 09 Apr. 2002 the Supervisory Board adopted a resolution that
Ms Schnabel be dismissed for good reason in accordance with Art. 103 (3) German
Stock Corporation Act.
III. Application for an extraordinary general meeting
The majority shareholders of the company, Mr and Ms Schnabel, have requested
that the company hold an extraordinary general meeting.
IV. Press conference
The Board of Management of ComROAD AG will hold a press conference in the next 2
weeks. The Board of Management will re-structure the company immediately so as
to secure the continuation of the company.
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WKN: 544940; ISIN: DE0005449409; Index: NEMAX 50
Listed: Neuer Markt Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf,
Hamburg, Hannover, München und Stuttgart
100826 Apr 02
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