abc Multiactive Limited — Interim / Quarterly Report 2001

Oct 11, 2001

Results Announcement Form - Page 1

Quarterly Results announcement form

Name of listed company : abc Multiactive Limited Stock code : 8131 Year end date : 30th November 2001

Important Note :

This result announcement form only contains extracted information from and should be read in conjunction with the detailed results announcement of the issuer, which can be viewed on the GEM website at http://www.hkgem.com

Currency: HK$

Currency: HK$		Consolidated	Proforma combined	Proforma combined
		(Unaudited)	(Unaudited)	(Unaudited)
				Last
		Current	Current	Corresponding
		Period	Period	Period
		from 01/12/2000	from 01/12/2000	from 01/12/1999
		to 31/08/2001	to 31/08/2001	to 31/08/2000
		(HK$'000)	(HK$'000)	(HK$'000)
Turnover (note 3)	:	25,551	26,054	14,587
Profit/(Loss) from Operations	:	(48,565)	(49,368)	(24,083)
Finance cost	:	(141)	(141)	(98)
Share of Profit/(Loss) of Associates	:	0	0	0
Share of Profit/(Loss) of	:
Jointly Controlled Entities	:	0	0	0
Profit/(Loss) after Tax & MI	:	(48,706)	(49,509)	(24,181)
% Change over Last Period	:	N/A	N/A	N/A
Profit/(loss)-Basic (note 5)	:	(3.19) cents	(3.25) cents	(1.75)cents
-Diluted	:	N/A	N/A	N/A
Extraordinary (ETD) Gain/(Loss)	:	0	N/A	N/A
Profit/(Loss) after ETD Items	:	(48,706)	(49,509)	(24,181)
3rd Q Dividend per Share	:	0	N/A	N/A
(Specify if with other options)	:	N/A	N/A	N/A
B/C Dates for 3rd Q Dividend	:	N/A	N/A	N/A
Payable Date	:	N/A	N/A	N/A
B/C Dates for AGM/SGM
General Meeting	:	N/A	N/A	N/A
Other Distribution for
Current Period	:	0	N/A	N/A
B/C Dates for Other
Distribution	:	N/A	N/A	N/A

Results Announcement Form - Page 2

Remarks:

1. Group Reorganisation and Basis of Presentation:

The Company was incorporated in Bermuda on 2nd March 2000 as an exempted company with limited liability under the Companies Act 1981 of Bermuda. Pursuant to a group reorganisation (the "Reorganisation") completed on 22nd January 2001 to rationalise the group structure in preparation for the listing of the Company's shares on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited, the Company became the holding company of the Group. The Reorganisation was effected as follows:-

(i) On 16th December 2000, two shares of S$1.00 each of abc Multiactive (Singapore) Pte Ltd, formerly know as Multiactive Software Singapore Pte Ltd, ("MSSL") were transferred by Multiactive Software Pty Limited ("MSPL"),a wholly owned subsidiary of Multiactive Software Inc., to the Company for a consideration of S$2.00.

(ii) On 22nd January 2001, pursuant to a directors' resolution, MSPL allotted and issued 99,988 shares of AUD$1.00 each to the Company for a consideration of AUD$99,988.

The unaudited consolidated profit and loss accounts of the Group for the nine months ended 31st August 2001, have been prepared using the acquisition accounting in accordance with Statement of Standard Accounting Practice No.27 "Accounting for Group Reconstuctions". In applying acquistion accounting, the results of subsidiaries acquired during the periods are included in the consolidated profit and loss accounts from the date of acquisition. All materials intercompany transactions and balances are eliminated on consolidation.

As mentioned above, the Reorganisation was not completed until 22nd January 2001. The directors of the Company consider that is appropriate to provide additional financial information to the shareholders of the Company by presenting the pro forma combined profit and loss accounts for the nine months ended 31st August 2001 and the corresponding period in 2000 to facilitate comparision of the results of the Group are prepared on a basis consistent with that presented in the accountant's report in Appendix I to the prospectus of the Company dated 22nd January 2001 (the "Prospectus").

The pro forma combined profit and loss account are prepared on a combined basis as if the current group structure had been in existence throughout the reporting periods, except for abc Multiactive (Hong Kong) Limited which was acquired by the Company with effect from 1st March 2000 for cash and other considerations.

2. Principal Accounting Policies

The principal accounting policies, used in the preparation of the unaudited consolidated profit and loss accounts of the

Results Announcement Form - Page 3

Group for the nine months ended 31st August 2001 are consistent with those used in the audited financial statements as set out in the annual report of the Company dated 31st August 2001. In addition, the goodwill arising from the Reorganisation which represents the goodwill arising from the acquistion of MSSL and MSPL, is eliminated against reserves.

3. Turnover

The Group is engaged in the sale of computer products and the provision of maintenance services for such products.

4. Taxation

No provision for Hong Kong profits tax has been made in the accounts as the Group had no estimated assessable profits during the period.

No profits tax was provided for the Company and its subsidiaries operating outside Hong Kong as they were in tax loss position as at 31st August 2001.

The potential deferred tax asset in respect of the tax losses available carried forward and other timing differences as at 31st August 2001 has not been recognised as the crystallisation of the asset in the forseeable future is uncertain.

5. Loss per Share

The calculation of basic loss per share for the nine months ended 31st August 2001 is based on the net loss of HK$48,706,000 and on the weighted average number of 1,524,959,374 ordinary shares in issue during the period adjusted for the Company's shares consolidation on 2nd January 2001 as detailed in last year's annual report and the Company's share subdivision on 15th June 2001.

The calculation of the pro forma combined basic loss per share for the nine months ended 31st August 2001 is based on the net loss of approximately HK$49,509,000 and the weighted average number of 1,524,959,374 shares in issue during the period adjusted for the Company's shares consolidation on 2nd January 2001 as detailed in last year's annual report and the Company's share subdivision on 15th June 2001.

The calculation of the pro forma combined basic loss per share for the nine months ended 31st August 2000 is based on the net loss of approximately HK$24,181,000 and on the assumption that 1,381,739,000 shares (the number of shares of the Company in issue at the date of the Prospectus right before the placing and the shares issued in connection with the private placements) deemed to be in issue throughout the nine months ended 31st August 2000 adjusted for the Company's shares consolidation on 2nd

Results Announcement Form - Page 4

January 2001 as detailed in last year's annual report and the Company's share subdivision on 15th June 2001.

Diluted loss per share is not presented as there was no dilutive potential ordinary shares in existence during the period.

Responsibility statement

The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this results announcement form (the "Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information are accurate and complete in all material respects and not misleading and that there are no other matters the omission of which would make the Information herein inaccurate or misleading.The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.

For and on behalf of abc Multiactive Limited

Name : Anthony Wai Hung Au Title : Managing Director