Wisdomcome Group Holdings Ltd. — Earnings Release 2001

Jan 25, 2002

Yearly Results announcement form

Name of listed company :Rainbow International Holdings Limited

Stock code :8079

Year end date :31/10/2001

Auditors' report : Qualified
Modified
X Neither

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

                                      (Audited)           (Audited)
                                        Current  Last Corresponding
                                         Period              Period
                                from 01/11/2000     from 01/11/1999
                                  to 31/10/2001       to 31/10/2000
                                        HK$'000             HK$'000

Turnover : 110,047 126,157
Profit/(Loss) from Operations : -21,879 6,734
Finance cost : -3,924 -4,174
Share of Profit/(Loss) of Associates : 0 0
Share of Profit/(Loss) of
Jointly Controlled Entites : 0 0
Profit/(Loss) after Taxation & MI : -25,803 2,165
% Change Over the Last Period : N/A %
EPS / (LPS) - Basic : (7.37) cents 0.62 cents
- Diluted : (7.02) cents 0.59 cents
Extraordinary (ETD) Gain/(Loss) : 0 0
Profit (Loss) after ETD Items : -25,803 2,165
Final Dividend per Share : Nil Nil
(specify if with other options) : Nil Nil
B/C Dates for Final Dividend : N/A to N/A bdi.
Payable Date : N/A
B/C Dates for AGM/SGM : N/A to N/A bdi.
Other Distribution for Current Period: N/A
B/C Dates for Other Distribution : N/A to N/A bdi.
(bdi: both days inclusive)

                                            For and on behalf of    
                                            Rainbow International Holdings Limited                  
              Signature  :          
              Name       :          Li Ngar Kwan, Aldy  
              Title      :          Chairperson

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.

Remarks:

1. Group reorganisation and presentaion

The Company is incorporated as an exempted company with limited
liability in the Cayman Islands on 6 March 2001. Pursuant to a
group reorganisation (the "Group Reorganisation") to rationalise the
structure of the Group in preparation for the listing of its shares on The
Growth Enterprise Market ("GEM") of The Stock Exchange of Hong
Kong Limited (the "Stock Exchange") on 15 October 2001, the
Company became the holding company of the companies now
comprising the Group on 21 September 2001. Further details of the
Group Reorganisation are set out in the Company's prospectus (the
Prospectus) dated 28 September 2001.

As the reorganisation involved companies under common control,
the consolidated financial statements have been prepared using
the merger accounting method. Therefore, the results of the
Group for the year ended 31 October 2001 included the results
of the Group as if the group structure resulting from the
Reorganisation had been in existence throughout the years ended 31
October 2000 and 2001 or since the dates of acquisition as described
in the Prospectus or since the date of incorporation of the respective
group companies where there was of a shorter period.

1. (Loss)/earnings per share

The calculation of basic (loss)/earnings per share is based on the
(loss) attributable to shareholders of approximately (HK$25,803,000)
(2000: a profit of approximately HK$2,165,000) and the weighted
average number of 350,000,000 (2000: 350,000,000) shares, after
adjusting for the effects of capitalization issue deemed to be in issue
throughout the year on the assumption that the reorganisation had
been completed on 1 November 1998 (Pro forma formation date of
the Group).

The calculation of diluted (loss)/earnings per share is based on the
(loss) attributable to shareholders of approximately (HK$25,803,000)
(2000: a profit of approximately HK$2,165,000) and the 367,500,000
(2000: 367,500,000) shares which represented the 350,000,000 shares
deemed to be in issue throughout the year on the assumption that the
reorganisation had been completed on 1 November 1998 (Pro forma
formation date of the Group) and after adjusting for the number of
shares which are deemed to have been issued for no consideration under
the Pre-IPO Share Option Scheme based on the subscription price at
50% of the offer price (i.e. HK$0.25).