Vision Values Holdings Ltd. — Earnings Release 2005

Oct 5, 2005

Listed Company Information

Listed Company Information
NW MOBILE<00862> - Results Announcement New World Mobile Holdings Limited announced on 05/10/2005: (stock code: 00862 ) Year end date: 30/06/2005 Currency: HKD Auditors' Report: Unqualified (Audited ) (Audited ) Last Current Corresponding Period Period from 01/07/2004 from 01/07/2003 to 30/06/2005 to 30/06/2004 Note ('000 ) ('000 ) Turnover : 1,709,054 1,698,744 Profit/(Loss) from Operations : 143,830 206,756 Finance cost : (29,653) (6,776) 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 : 93,111 164,114 % Change over Last Period : -43 % EPS/(LPS)-Basic (in dollars) : 1.18 3.94 -Diluted (in dollars) : 0.07 N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : 93,111 164,114 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 : 22/11/2005 to 29/11/2005 bdi. Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remarks: 1. Basis of preparation On 29 March 2004, the Company entered into a conditional sale and purchase agreement (the "S&P Agreement") with New World Telephone Holdings Limited ("NWTHL"), a wholly-owned subsidiary of NWD, pursuant to which the Company agreed to purchase the 100% equity interest of New World PCS Holdings Limited ("NWPCS") and its subsidiaries (collectively, the "NWPCS Group") from NWTHL at an aggregate cash consideration of HK$1,250,000,000. This transaction (the "Acquisition") was completed on 6 July 2004 (the " Completion Date"). Under the generally accepted accounting principles in Hong Kong, the Acquisition, after taking into account the issuance of Subscription Shares, should constitute a reverse acquisition from accounting perspective since NWD has become the controlling shareholder of the Company after the Acquisition. For accounting purposes, NWPCS is regarded as the acquirer while the Company and its subsidiaries before the Acquisition (collectively, the "Logistics Group") are deemed to have been acquired by NWPCS. As a result, these consolidated accounts have been prepared as a continuation of the consolidated accounts of the NWPCS Group (the "Group") which has a financial year end date of 30 June, and accordingly: (i) the assets and liabilities of the Logistics Group are recognised and recorded at the Completion Date at their fair value (the "Net Fair Value"); (ii) the assets and liabilities of the NWPCS Group are recognised and recorded at the Completion Date at their historical carrying values prior to the Acquisition; (iii) the purchase consideration is deemed to have been incurred by NWPCS for the Acquisition and is determined by the total fair value of all the issued shares of the Company at the Completion Date (the "Deemed Consideration"); (iv) the goodwill arising from the Acquisition is determined at the surplus of the Deemed Consideration over the Net Fair Value; (v) the capital and reserves of the Logistics Group upon the Completion Date are eliminated as the pre-acquisition reserves; (vi) the consolidated issued equity of the Group as shown in the consolidated balance sheet represents the issued share capital and share premium balances of NWPCS upon the Completion Date, plus all the post- acquisition changes in the issued share capital and premium of the Company, if any. On the other hand, the number and type of issued shares presented represent the actual equity structure of the Company; (vii) the difference between the actual consideration paid by the Company for the Acquisition and the Deemed Consideration is transferred to a consolidation reserve of the Group; (viii) the comparative information shown in these consolidated accounts is that of the NWPCS Group. 2. Earnings Per Share The calculations of basic and diluted earnings per share based on the share capital of the Company are as follows: Audited For the year ended 30 June 2005 2004 Profit attributable to shareholders for the purpose of calculating basic earnings per share (HK$'000) 93,111 164,114 Increase in net profit for deemed conversion of potential ordinary shares (HK$'000) 9,725 - ____________________________ Adjusted profit for the purpose of calculating dilutive earnings per share (HK$'000) 102,836 164,114 ============================== Number of Shares (note a) Weighted average number of ordinary shares for the purpose of calculating basic earnings per share (note b) 78,668,331 41,666,666 Effect of dilutive potential ordinary shares 1,454,310,168 - _________________________________ Weighted average number of ordinary shares for the purpose of calculating diluted earnings per share 1,532,978,479 41,666,666 =============================== Notes: (a) The weighted average number of ordinary shares for the purpose of calculating the earnings per share have been adjusted retrospectively for the one hundred-to-one share consolidation of the Company which took place on 7 July 2004. (b) Under the reverse acquisition method of accounting, the 4,166,666,667 Subscription Shares issued by the Company to PPG to effect the Acquisition described in Note 1 are deemed to be in issue throughout the period prescribed for the purpose of calculating the earnings per share. (c) For the year ended 30 June 2004, no diluted earnings per share is presented as there were no potentially dilutive shares outstanding.