Deewin Tianxia Co., Ltd — Earnings Release 2005

Apr 19, 2006

Listed Company Information

Listed Company Information
NEW CAPITAL<01062> - Results Announcement New Capital International Investment Limited announced on 19/04/2006: (stock code: 01062 ) Year end date: 31/12/2005 Currency: HKD Auditors' Report: Unqualified (Audited ) (Audited ) Last Current Corresponding Period Period from 01/01/2005 from 01/01/2004 to 31/12/2005 to 31/12/2004 Note ($ ) ($ ) Turnover : 1,621,862 1,095,902 Profit/(Loss) from Operations : (4,173,758) 18,448,235 Finance cost : N/A N/A Share of Profit/(Loss) of Associates : (8,552,351) (12,614,506) Share of Profit/(Loss) of Jointly Controlled Entities : N/A N/A Profit/(Loss) after Tax & MI : (12,726,109) 6,251,287 % Change over Last Period : N/A % EPS/(LPS)-Basic (in dollars) 2 : (0.0197) 0.0116 -Diluted (in dollars) : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : (12,726,109) 6,251,287 Final Dividend : NIL NIL per Share (Specify if with other : N/A N/A options) B/C Dates for Final Dividend : N/A Payable Date : N/A B/C Dates for Annual General Meeting : 19/05/2006 to 25/05/2006 bdi. Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remarks: (1) Reorganisation and basis of preparation (a) Reorganisation The Company was incorporated in the Cayman Islands on August 1, 2003 as an exempted company with limited liability under the Companies Law, Cap. 22 (Laws of 1961 as consolidated and revised) of the Cayman Islands. Pursuant to a reorganisation proposal whereby ING Beijing Investment Company Limited ("ING Beijing"), the former holding company of the Group, would become a wholly owned subsidiary of the Company to be implemented by way of a scheme of arrangement under section 166 of the Hong Kong Companies Ordinance, Chapter 32 of the Laws of Hong Kong ("the Scheme") as set out in a document dated January 13, 2005 issued to the shareholders of ING Beijing, the Company became the holding company of the Group on April 13, 2005, the effective date of the Scheme. This was accomplished by the Company acquiring the entire issued share capital of ING Beijing, the then holding company of the other subsidiaries of the Group, as set out in note 13 to the financial statements included in the Company's 2005 annual report. The listing of the shares of ING Beijing was withdrawn from The Stock Exchange of Hong Kong Limited ("HKSE") and the Company's shares were listed on the HKSE by way of introduction on April 13, 2005. (b) Basis of preparation The consolidated financial statements for the year ended December 31, 2005 comprise the Company and its subsidiaries and the Group's interest in associates. The financial statements have been prepared in accordance with the same policies adopted in the 2004 annual financial statements, except for the changes in accounting policies set out in note 3 to the financial statements included in the Company's 2005 annual report. Although the Scheme became effective on April 13, 2005, all of the entities which took part in the Scheme were under common control before and immediately after the Scheme becoming effective and, consequently, there was a continuation of the risks and benefits to the controlling party that existed prior to the combination. The results of the Group for the years ended December 31, 2004 and 2005 have been prepared using the basis of merger accounting in accordance with Hong Kong Accounting Guideline 5 "Merger accounting for common control combinations" issued by the Hong Kong Institute of Certified Public Accountants. Accordingly, the results of the Group for the year ended December 31, 2005 include the financial results of the companies which now comprise the Group for the period from January 1, 2005 (or the date of incorporation if later) to December 31, 2005 as if the current group structure had been in existence and remained unchanged throughout the period. The comparative figures as at December 31, 2004 and for the year ended December 31, 2004 have been presented on the same basis. (2) Basic (loss)/earnings per share and diluted (loss)/earnings per share (a) Basic (loss)/earnings per share The calculation of basic (loss)/earnings per share is based on loss attributable to ordinary equity shareholders of the Company of $12,726,109 (2004: profit of $6,251,287) and 647,114,000 ordinary shares in issue during the year (2004: weighted average of 540,395,967 ordinary shares), being the shares that would have been in issue throughout the year if the Scheme as set out above had become effective on January 1, 2004. = (HK$12,726,109) / 647,114,000 x 100 = (1.97) cents Weighted average number of ordinary shares: 2005 2004 Issued ordinary shares at January 1 647,114,000 539,514,000 Effect of issue of shares by ING Beijing - 881,967 ------------ ------------ Weighted average number of ordinary shares at December 31 647,114,000 540,395,967 ============ ============ (b) Diluted (loss)/earnings per share There were no potential ordinary shares during the year ended December 31, 2005. Diluted earnings per share was not shown for the year ended December 31, 2004 as the potential ordinary shares were anti-dilutive. (3) Changes in accounting policies (a) Joint ventures (HKAS 31, Interests in joint ventures) With effect from January 1, 2005, in accordance with HKAS 31, joint control exists only when the strategic financial and operating decisions of the joint venture require the venturers' unanimous consent. As a result of this, management reviewed the nature of an investment previously accounted for as an interest in a jointly controlled entity and concluded that this investment should be reclassified as an investment in an associate. The reclassification has been applied retrospectively. Such reclassification has no effect on the current and prior accounting periods except for the change in presentation. (b) Changes in presentation of shares of associates' and jointly controlled entities' taxation (HKAS 1, Presentation of financial statements) With effect from January 1, 2005, in accordance with the implementation guidance in HKAS 1, the Group has changed the presentation and includes the share of taxation of associates and jointly controlled entities accounted for using the equity method in the respective shares of profit or loss reported in the consolidated income statement before arriving at the Group's profit or loss before tax. These changes in presentation have been applied retrospectively with comparatives restated. (4) Comparative figures Certain comparative figures have been reclassified as a result of the changes in accounting policies.