Kingwell Group Limited — Earnings Release 2004

Mar 17, 2005

Listed Company Information

Listed Company Information
HUA YI COPPER<00559> - Results Announcement Hua Yi Copper Holdings Limited announced on 17/03/2005: (stock code: 00559 ) Year end date: 30/06/2005 Currency: HKD Auditors' Report: N/A Interim report reviewed by: Both Audit Committee and Auditors (Unaudited ) (Unaudited ) Last Current Corresponding Period Period from 01/01/2004 from 01/01/2003 to 31/12/2004 to 31/12/2003 Note ('000 ) ('000 ) Turnover : 931,564 535,666 Profit/(Loss) from Operations : 41,324 17,671 Finance cost : (14,922) (6,506) 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 : 26,044 7,244 % Change over Last Period : +259.5 % EPS/(LPS)-Basic (in dollars) 5 : 0.0578 0.0181 -Diluted (in dollars) : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : 26,044 7,244 2nd Interim Dividend : Nil N/A per Share (Specify if with other : N/A N/A options) B/C Dates for 2nd Interim Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remarks: 1. GENERAL The Company is incorporated in Bermuda as an exempted company with limited liability and its shares are listed on the Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The directors consider Solartech International Holdings Limited ("Solartech"), also incorporated in Bermuda as an exempted company with limited liability and its shares being listed on the Stock Exchange, to be its ultimate holding company. Following the completion of the reverse acquisition as detailed in note 2, to reflect the change in control and management of the Company and to provide for co-terminous accounting years throughout the group companies of Solartech, the name of the Company has been changed to Hua Yi Copper Holdings Limited and the financial year end date of the Company changed from 31 December to 30 June. As a result, the condensed financial statements of the Company and its subsidiaries (the "Group") for the current period covered the 12 month period ended 31 December 2004 and have been prepared in accordance with Statement of Standard Accounting Practice ("SSAP") 25 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. 2. BASIS OF PREPARATION On 25 March 2004, the Company and Solartech entered into an acquisition agreement (the "Agreement"). Pursuant to the Agreement, the Company agreed to issue and allot 8,000,000,000 new ordinary shares of par value HK$0.01 each of the Company (the "New Shares") to Solartech to acquire Solartech's interests in certain companies and other plant and machinery and land and buildings engaging in the business of manufacture and trading of copper rods and related products (the "Copper Group"). The business combination was accounted for as a reverse acquisition in accordance with Hong Kong Financial Reporting Standard 3 "Business Combinations" issued by HKICPA since the issuance of the New Shares resulted in Solartech becoming the controlling shareholder of the Company. For accounting purposes, the Copper Group was treated as the acquirer while the Company and its subsidiaries immediately before the issue of the New Shares (the "Former FT Group") were deemed to be acquired by the Copper Group. Accordingly, these condensed consolidated financial statements have been prepared as a continuation of the Copper Group and the comparative information presented was also that of the Copper Group. In preparing these condensed consolidated financial statements, the Copper Group has applied the purchase method to account for acquisition of the Former FT Group. A discount arising on acquisition of approximately HK$ 10,341,000 was recorded, being the excess of the Copper Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the Former FT Group over the cost of acquisition at the date of acquisition. 3. ADOPTION OF HONG KONG FINANCIAL REPORTING STANDARDS/CHANGES IN ACCOUNTING POLICIES In 2004, HKICPA issued a number of new or revised Hong Kong Accounting Standards ("HKASs") and Hong Kong Financial Reporting Standards ("HKFRSs") (herein collectively referred to as "new HKFRSs") which are effective for accounting periods beginning on or after 1 January 2005. The Group resolved to early adopt the following new HKFRSs from 1 January 2004 onwards. HKFRS 3 Business Combinations HKAS 36 Impairment of Assets HKAS 38 Intangible Assets 4. CHANGE OF FINANCIAL YEAR END DATE On 20 August 2004, the Board announced that the financial year end date of the Company has been changed from 31 December to 30 June. Accordingly, a second interim report covering the period from 1 January 2004 to 31 December 2004 and the annual report covering the period from 1 January 2004 to 30 June 2005 will be prepared for this financial year. 5. EARNINGS PER SHARE The calculation of the basic earnings per share is based on the following data: 2004 2003 HK$'000 HK$'000 Results for the year and results for the purpose of basic earnings per share 26,044 7,244 ============================ Number of shares Weighted average number of ordinary shares for the purpose of basic earnings per share 450,621,414 400,000,000 ============================ The 8,000,000,000 ordinary shares issued by the Company to acquire the Copper Group as set out in note 2 were deemed to be in issue on 1 January 2003 for the purpose of computing earnings per share. The weighted average number of ordinary shares for the purpose of earnings per share has been adjusted for the consolidation of shares effective from 30 December 2004. Diluted earnings per share is not presented as the share options outstanding had an anti-dilutive effect on the basic earnings per share for the period.