Comba Telecom Systems Holdings Limited — Earnings Release 2003

Mar 31, 2004

Listed Company Information

Listed Company Information
COMBA<02342> - Results Announcement Comba Telecom Systems Holdings Limited announced on 31/3/2004: (stock code: 02342 ) Year end date: 31/12/2003 Currency: HKD Auditors' Report: Unqualified (Audited ) (Audited ) Last Current Corresponding Period Period from 1/1/2003 from 1/1/2002 to 31/12/2003 to 31/12/2002 Note ('000 ) ('000 ) Turnover : 806,232 578,366 Profit/(Loss) from Operations : 226,678 179,923 Finance cost : (5,542) (2,977) Share of Profit/(Loss) of Associates : N/A N/A Share of Profit/(Loss) of Jointly Controlled Entities : N/A N/A Profit/(Loss) after Tax & MI : 211,162 162,359 % Change over Last Period : +30.1 % EPS/(LPS)-Basic (in dollars) : 0.2991 0.2706 -Diluted (in dollars) : 0.2967 N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : 211,162 162,359 Final Dividend : 5 cents N/A per Share (Specify if with other : N/A N/A options) B/C Dates for Final Dividend : 10/5/2004 to 14/5/2004 bdi. Payable Date : 17/5/2004 B/C Dates for Annual General Meeting : 10/5/2004 to 14/5/2004 bdi. Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remarks: 1. GROUP REORGANISATION AND BASIS OF PRESENTATION The Company Comba Telecom Systems Holdings Limited (the "Company") was incorporated as an exempted company with limited liability in the Cayman Islands on 17 May 2002 under the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The head office and principal place of business of the Company is located at Units 1503-1510, Delta House, 3 On Yiu Street, Shatin, New Territories, Hong Kong. During the year, the Company and its subsidiaries (collectively referred to as the "Group") is engaged in the research, development, manufacturing and sale of wireless telecommunications coverage system equipment and the provision of related engineering services. Group reorganisation Pursuant to a reorganisation scheme (the "Group Reorganisation") to rationalise the structure of the Group in preparation for the listing of the Company's shares on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 15 July 2003, the Company became the holding company of the companies now comprising the Group on 20 June 2003. This was accomplished by acquiring the entire issued share capital of Comba Telecom Systems Investments Limited ("Comba BVI"), which is, as at the date of this report, the intermediate holding company of the subsidiaries of the Group, in consideration of and in exchange for the allotment and issue of 997 ordinary shares of HK$0.10 each in the share capital of the Company, credited as fully paid, to the former shareholders of Comba BVI, and the existing three nil paid shares, credited as fully paid at par. The shares of the Company were listed on the Main Board of the Stock Exchange on 15 July 2003 (the "Listing Date"). Basis of presentation and consolidation The consolidated financial statements have been prepared using the merger basis of accounting as a result of the Group Reorganisation. On this basis, the Company has been treated as the holding company of its subsidiaries for the financial years presented rather than from the date of their acquisition. Accordingly, the consolidated results of the Group for the years ended 31 December 2003 and 2002 include the results of the Company and its subsidiaries with effect from 1 January 2002 or since their respective dates of incorporation, where this is a shorter period except that the results of subsidiaries acquired from independent third parties were consolidated since their respective dates of acquisition. The comparative combined balance sheet as at 31 December 2002 has been prepared on the basis that the existing Group had been in place at that date. In the opinion of the directors, the consolidated financial statements prepared on the above basis present more fairly the results and state of affairs of the Group as a whole. All significant intercompany transactions and balances within the Group are eliminated in the preparation of the consolidated financial statements. 2. DIVIDEND The board of directors has resolved to pay a final dividend of 5 HK cents per ordinary share for the year ended 31 December 2003 representing a total of HK$41.5 million. 3. EARNINGS PER SHARE The calculation of basic earnings per share is based on the net profit attributable to shareholders for the year of HK$211,162,000 (2002: HK$162,359,000), and the weighted average of 706,000,000 (2002: 600,000,000) ordinary shares in issue during the year. The weighted average of 600,000,000 ordinary shares for 2002 were deemed to have been in issue, comprising 1,000 shares in issue at the date of the Prospectus and 599,999,000 shares issued pursuant to the capitalisation issue. The calculation of diluted earnings per share for the year 2003 is based on the net profit attributable to shareholders of HK$211,162,000. The weighted average number of ordinary shares used in the calculation is 711,591,000, which comprises the 706,000,000 ordinary shares in issue during the year, as used in the basic earnings per share calculation, and the weighted average of 5,591,000 ordinary shares assumed to have been issued at no consideration on the deemed exercise of all share options granted during the year. A diluted earnings per share amount has not been disclosed for the year ended 31 December 2002 as no dilutive potential ordinary shares existed during that year.