PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. , ul. Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000, F:+48 (22) 742 4040 , www.pwc.pl
PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000750050, NIP 526-021-02-28. The seat of the Company is in Warsaw at Polna 11 str.
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Independent Registered Auditor’s Report
To the Shareholders and the Board of Directors of Huuuge, Inc.
Report on the audit of financial statements
Our opinion
In our opinion, the accompanying annual separate financial statements:
give a true and fair view of the financial position of Huuuge, Inc. (the “Company”) standing alone as at 31 December 2021 and the Company’s performance and cash flows for the year then ended in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the adopted accounting policies;
comply in terms of form and content with the laws applicable to the Company and the Company’s Certificate of Incorporation.
What we have audited
We have audited the annual separate financial statements of Huuuge, Inc. which comprise:
the Company’s separate statement of financial position as at 31 December 2021;
and the following prepared for the financial year from 1 January to 31 December 2021:
the Company’s separate statement of comprehensive income;
the Company’s separate statement of changes in equity;
the Company’s separate statement of cash flows, and
the notes to the separate financial statements comprising a description of significant adopted accounting policies and other explanations.
Basis for opinion
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing in the wording of the International Standards on Auditing as adopted by the resolution of the National Council of Statutory Auditors (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors, Registered Audit Companies and Public Oversight (the “Law on Registered Auditors”). Our responsibilities under NSA are further described in the Auditor’s responsibility for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted by resolution of the National Council
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of Statutory Auditors and other ethical requirements that are relevant to our audit of the financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. During the audit, the key registered auditor and the registered audit firm remained independent of the Company in accordance with the independence requirements set out in the Act on Registered Auditors.
Our audit approach
Overview
Overall Company materiality: USD 1,379 thousand, which represents 1% of the total assets.
We have audited the annual separate financial statements of the Company for the period ended 31 December 2021.
Stabilization option related to IPO
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Materiality
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Scoping
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Key audit matters
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As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the separate financial statements. In particular, we considered where the President of the Company made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the separate financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the separate financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the separate financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the separate financial statements as a whole.
Overall materiality
USD 1,379 thousand
How we determined it
1% of the total assets
Rationale for the materiality benchmark applied
We chose total assets as the benchmark because, in our view, it is the
benchmark against which the performance of the Company i s most commonly measured by users, and is a generally accepted benchmark for entities being a holding company with no operating activities. The Company is a parent entity for the Huuuge, Inc Group (the “Group”) holding the shares in subsidiaries and performing a holding function. We chose 1% as, based on our professional judgment, it is within the acceptable quantitative materiality thresholds.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above USD 69 thousand, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the separate financial statements of the current period. They include the most significant identified risks of material misstatements, including the identified risks of material misstatement resulting from fraud.
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These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Stabilization option related to IPO
In relation to the initial public offering (“the IPO”), on 5 February 2021 the Company and IPOPEMA Securities S.A. (the “Stabilization Manager”) signed Stabilization Agreement. The purpose of the Stabilization Agreement was to stabilize the price of the Huuuge Inc. shares at a level higher than the level which would otherwise have prevailed.
In accordance with the Stabilization Agreement, the Stabilization Manager withheld a portion of the proceeds from the Huuuge, Inc. IPO, i.e. PLN 166,583 thousand (calculated as 3,331,668 shares x PLN 50 per share). At the same time, based on the Stabilization Agreement the Company was obliged to buy from the Stabilization Manager the shares purchased by the Stabilization Manager as a result of conducting the stabilization transactions. In addition, the parties agreed that any profit earned by the Stabilization Manager in respect of the stabilization transactions (resulted from the difference between the offer price per share and the price actually paid by the Stabilization Manager for each share, after deducting the transaction costs) shall be split between the Stabilization Manager and the Company.
For the purpose of accounting for the stabilization transaction, the Company treated the entire Stabilization Agreement as a financing transaction, i.e. repurchase of own shares from the market in the scope of IAS 32 and IFRS 9. The remuneration of the Stabilization Manager was treated as a share-based payment in accordance with IFRS 2 (as the amount of the remuneration was based on the value of the shares) and was recorded directly in equity because it was directly attributable and incremental to repurchase of own shares (a capital transaction).
On 26 February 2021 the Company ended the stabilization process, and repurchased via Stabilization Manager its own shares in the total amount of USD 43,976 thousand, calculated as the
Our audit procedures included, in particular:
reading the Stabilization Agreement,
assessment of appropriateness of the
accounting policies determined over the
recognition, measurement and
presentation of the Stabilization
Agreement as well as their compliance with
applicable accounting standards, including
where necessary the consultations with the
internal IFRS experts;
performing detailed tests involving, inter
alia , a reconciliation of the transactions to payments and put option notices;
determination on adequacy of the disclosures in respect of the Stabilization
Agreement .
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number of shares repurchased, multiplied by the price per share plus the remuneration paid to the Stabilization Manager representing transaction cost of this capital transaction. The transaction did not have impact on profit and loss.
This matter was the subject of our special attention since the determinisation of the adequate accounting treatment and the application of appropriate financial reporting standards regarding the recognition and presentation of the Stabilization Agreement is complex and requires the President of the Company to make judgments.
Accounting policies, key judgements and the
additional information related to recognition of the
transaction are disclosed in note 18 to the separate
financial statements.
Responsibility of the President and Board of Directors of the Company for the separate financial statements
The President of the Company is responsible for the preparation of the annual separate financial statements that give a true and fair view of the Company’s financial position and results of operations, in accordance with International Financial Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable laws and the Company’s Certificate of Incorporation, and for such internal control as he determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements, the President of the Company is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the President of the Company either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors together with the President of the Company are responsible for overseeing the financial reporting process of the Company. The Audit Committee is responsible for the supervision over the adequacy of the internal control system and over monitoring its effectiveness in the preparation of the separate financial statements.
Auditor’s responsibility for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these separate financial statements.
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The scope of the audit does not include an assurance on the Company’s future profitability nor the efficiency and effectiveness of the President of the Company conducting its affairs, now or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit 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 Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the President of the Company.
Conclude on the appropriateness of the President of the Company’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the Audit Committee, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Other information, including the report on the operations
Other information
Other information comprises an Annual Report on the Company’s and the Group’s operations for the financial year ended 31 December 2021 (the “Annual Report”) and the Corporate governance statement which is a separate part of the Annual Report (together “Other Information”). Other information does not include the separate financial statements and our auditor’s report thereon.
Responsibility of the President and Board of Directors of the Company
The President of the Company is responsible for the preparation of the Other Information in accordance with the law.
The President of the Company and the members of the Board of Directors are obliged to ensure that the Annual Report, including the Corporate governance statement, complies with the requirements of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and conditions for considering as equivalent the information required under the legislation of a non-Member State (“Regulation on current information”).
Registered auditor’s responsibility
Our opinion on the separate financial statements does not cover the Other Information.
In connection with our audit of the separate financial statements, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the information in the separate financial statements and consolidated financial statements, our knowledge obtained in our audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified a material misstatement in the Other Information, we are obliged to inform about it in our audit report. In accordance with the requirements of the Law on the Registered Auditors, we are also obliged to issue an opinion on whether the Annual Report has been prepared in accordance with the law and is consistent with information included in annual separate financial statements of the Company and the annual consolidated financial statements.
Moreover, we are obliged to issue an opinion on whether the Company and the Group provided the required information in its Corporate governance statement.
Opinion on the Annual Report
Based on the work we carried out during our audit, in our opinion, the Annual Report:
has been prepared in accordance with the requirements of para. 70 and 71 of the Regulation on current information;
is consistent with the information in the separate financial statements of the Company and the consolidated financial statements.
Moreover, based on the knowledge of the Company and the Group and their environment obtained during our audit, we have not identified any material misstatements in the Annual Report.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Company and the Group included information set out in para. 70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the Corporate governance statement are consistent with the applicable provisions of the law and with information included in the separate financial statements of the Company and the consolidated financial statements.
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The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered Audit Companies with the number 144., is Paweł Wesołowski.
Paweł Wesołowski
Key Registered Auditor
No. 12150
Warsaw, 28 March 2022