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正确答案：
(b) FAQs
(i) Information Technology (IT) services
The greatest threats to independence arise from the provision of any service which involves auditors in:
■ auditing their own work;
■ the decision-making process;
■ undertaking management functions of the client.
IT services potentially pose all these threats:
■ self-interest threat – on-going services that provide a large proportion of Boleyn’s annual fees will contribute to a
threat to objectivity;
■ self-review threat – e.g. when IT services provided involve (i) the supervision of the audit client’s employees in the
performance of their normal duties; or (ii) the origination of electronic data evidencing the occurrence of
transactions;
■ management threat – e.g. when the IT services involve making judgments and taking decisions that are properly
the responsibility of management.
Thus, services that involve the design and implementation of financial IT systems that are used to generate information
forming a significant part of a client’s accounting system or financial statements is likely to create significant ethical
threats.
Possible safeguards include:
■ disclosing and discussing fees with the client’s audit committees (or others charged with corporate governance);
■ the audit client providing a written acknowledgment (e.g. in an engagement letter) of its responsibility for:
– establishing and monitoring a system of internal controls;
– the operation of the system (hardware or software); and
– the data used or generated by the system;
■ the designation by the audit client of a competent employee (preferably within senior management) with
responsibility to make all management decisions regarding the design and implementation of the hardware or
software system;
■ evaluation of the adequacy and results of the design and implementation of the system by the audit client;
■ suitable allocation of work within the firm (i.e. staff providing the IT services not being involved in the audit
engagement and having different reporting lines); and
■ review of the audit opinion by an audit partner who is not involved in the audit engagement.
Services in connection with the assessment, design and implementation of internal accounting controls and risk
management controls are not considered to create a threat to independence provided that the firm’s personnel do not
perform. management functions.
It would be acceptable to provide IT services to an audit client where the systems are not important to any significant
part of the accounting system or the production of financial statements and do not have significant reliance placed on
them by the auditors, provided that:
■ a member of the client’s management has been designated to receive and take responsibility for the results of the
IT work undertaken; and
■ appropriate safeguards are put in place (e.g. using separate partners and staff for each role and review by a partner
not involved in the audit engagement).
It would also generally be acceptable to provide and install off-the-shelf accounting packages to an audit client.

正确答案：
(b) (i) Andrew may be able to take advantage of tax reliefs under the enterprise investment scheme (EIS) provided the
necessary conditions are met. The conditions that have to be satisfied before full relief is available fall into three areas,
and broadly require that a ‘qualifying individual’ subscribes for ‘eligible shares’ in a ‘qualifying company’.
‘Qualifying Individual’
To be a qualifying individual, Andrew must not be connected with the EIS company. This means that he should not be
an employee (or, at the time the shares are issued, a director) or have an interest in (i.e. control) 30% or more of the
capital of the company. These conditions need to be satisfied throughout the period beginning two years before the share
issue and three years after the ‘relevant date’. Where the relevant date is defined as the later of the date the shares were
issued and the date on which the company commenced trading.
Andrew does not intend to become an employee (or director) of Scalar Limited, but he needs to exercise caution as to
how many shares he subscribes for. If only three investors subscribe for 100% of the shares, each will hold 33% of the
share capital. This exceeds the 30% limit and will mean that EIS relief (other than deferral relief) will not be available.
Therefore, Andrew and the other two investors should ensure not only that the potential fourth investor is recruited, but
that s/he subscribes for sufficient shares, such that none of them will hold 30% or more of the issued share capital, as
only then will they all attain qualifying individual status.
‘Eligible shares’
Qualifying shares need to be new ordinary shares which are subscribed for in cash and fully paid up at the time of issue.
The shares must not be redeemable for at least three years from the relevant date, and not carry any preferential rights
to dividends. On the basis of the information provided, the shares of Scalar Limited would qualify as eligible shares.
‘Qualifying Company’
The company must be unquoted, not controlled by another company, and engaged in qualifying business activities. The
latter requires that the company engage in a trading activity, which is carried on wholly or mainly in the UK, throughout
the three years following the relevant date. While certain trading activities, such as dealing in shares or trading in land,
are excluded, the manufacturing trade Scalar Limited proposes to carry on will qualify.
However, it is also necessary for at least 80% of the money raised to be used for the qualifying business activity within
12 months of the relevant date and the remaining 20% to be so used within the following 12 months. Andrew and the
other investors will thus have to ensure that Scalar Limited has not raised more funds than it is able to employ in the
business within the appropriate time periods.
Reliefs available:
Andrew can claim income tax relief at 20% income tax relief on the amount invested up to a maximum of ￡200,000
in any one tax year. The relief is given in the form. of a tax reducing allowance, which can reduce the investor’s income
tax liability to nil, but cannot be used to generate a tax refund. If the investment is made prior to 6 October in the tax
year, then 50% of the amount invested (up to a maximum of ￡25,000) can be treated as having been made in the
previous tax year.
Any capital gains arising on the sale of EIS shares will be fully exempt from capital gains tax provided that income tax
relief was given on the investment when made and has not been withdrawn. If the EIS shares are disposed of at a loss,
capital losses are still allowable, but reduced by the amount of any EIS relief attributable to the shares disposed of.
In addition, gains from the disposal of other assets can be deferred against the base cost of EIS shares acquired within
one year before and three years after their disposal. Such gains will, thus, not normally become chargeable until the EIS
shares themselves are disposed of. Further, for deferral relief to be available, it is not necessary for the investment to
qualify for EIS income tax relief, i.e. deferral is available even where the investor is not a qualifying individual. Thus,
Andrew could still defer the gain arising on the disposal of the residential property lease made in order to raise part of
the funds for his EIS investment, even if no fourth investor were to be found and his shareholding were to exceed 30%
of the issued share capital of Scalar Limited. Does not require the existence of income tax relief in order to be claimed.
Withdrawal of relief:
Any EIS relief claimed by Andrew will be withdrawn (partially or fully) if, within three year of the relevant date:
(1) he disposes of the shares;
(2) he receives value from the company;
(3) he ceases to be a qualifying individual; or
(4) Scalar Limited ceases to be a qualifying company.
With regard to receiving value from the company, the definition excludes dividends which do not exceed a normal rate
of return, but does include the repayment of any loans made to the company before the shares were issued, the provision
of benefits and the purchase of assets from the company at an undervalue. In this regard, Andrew and the other
subscribers should ensure that the ￡50,000 they are to invest in Scalar Limited as loan capital is appropriately timed
and structured relative to the issue of the EIS shares.

正确答案：
(d) Many academic studies, together with actual managerial experience, point to the post-acquisition integration phase as being
the key to an acquirer achieving their acquisition objectives. In particular, the creation (or destruction) of shareholder value
rests most heavily on the success of the integration phase, which in turn helps determine whether the acquirer has chosen
the ‘right’ target company and paid the right price for it. One source strongly argues that the capability to manage the
integration of the two organisational sturctures, in particular the conversion of information systems and retention and
motivation of key employees, determines how much value can be extracted from the combined entities. The ability to manage
the integration process will therefore affect the success of the prior phases of the acquisition process – the search for and
screening of potential candidates, the effective carrying out of due diligence, financial evaluation and successful negotiation
of the deal.
Unfortunately, the failure to develop the necessary integration skills dooms many firms to continued failure with their
acquisitions, though some firms are conspicuously successful in developing such a capability and they gain significant
competitive advantage over their less successful competitors and create value for the stakeholders. One explanation for this
conspicuous inability to learn from past acquisition experience, compared with other activities in the value chain, lies with
their infrequency and variety. ‘No acquisition is like another.’ Much of the difficulty however lies in the complex

interrelationship and interdependency between the activities being integrated and a consequent difficulty of knowing what is
causing performance problems. Thus, it is no good communicating all the positives to the customer if there is a failure to
retain and motivate the sales force. To this complexity of integrating different processes is added the problem of developing
appropriate measures of and accurate monitoring of the integration processes. In one study of US bank acquirers, only 40%
had developed specific performance measures for the systems conversion process, despite the critical importance of systems
integration to efficient operation of the combined banks. Key performance indicators need to be set in the areas previously
identified as offering major opportunities for synergies. These synergies will affect both the cost and revenue side of the
business. Real cost reductions are clearly a major reason for the proposed acquisition in view of the competitive environment
faced. Equally relevant are appropriate measures of customer service. Each area will need appropriate key performance
indicators showing priorities and relevant timescales for achievement.
Therefore, there is a critical need to learn from previous experience and the relationship between decisions made, actions
taken and performance outcomes. This knowledge and experience needs to be effectively recorded and shared. It can then
influence the earlier phases of the acquisition referred to above, thus leading to a virtuous circle of better integration and
acquisitions that actually enhance value. In so doing, acquisitions can lead to faster growth and better performance.