ZO Future Group — Earnings Release 2003

Jul 23, 2003

Listed Company Information

GRANDTOP INT'L<02309> - Results Announcement Grandtop International Holdings Limited announced on 23/7/2003: (stock code: 02309 ) Year end date: 31/3/2003 Currency: HKD Auditors' Report: Unqualified (Audited ) (Audited ) Last Current Corresponding Period Period from 1/4/2002 from 1/4/2001 to 31/3/2003 to 31/3/2002 Note ('000 ) ('000 ) Turnover : 34,769 27,671 Profit/(Loss) from Operations : 24,835 21,445 Finance cost : (32) (2) 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 : 24,684 21,367 % Change over Last Period : +16 % EPS/(LPS)-Basic (in dollars) : 0.113 0.105 -Diluted (in dollars) : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : 24,684 21,367 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 : 22/8/2003 to 27/8/2003 bdi. Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remarks: 1. GROUP REORGANISATION The Company was incorporated in the Cayman Islands on 21 June 2002 as an exempted company with limited liability under the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. Pursuant to a reorganisation scheme 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 12 November 2002, the Company became the holding company of the companies now comprising the Group on 22 October 2002 (the "Group Reorganisation"). Further details of the Group Reorganisation are set out in Appendix 6 of the Company's prospectus dated 30 October 2002. The Company's shares were successfully listed on the Stock Exchange on 12 November 2002. 2. BASIS OF PRESENTATION The Group Reorganisation has been accounted for as a reorganisation of companies under common control. Accordingly, the Group is regarded and accounted for as a continuing group. Accordingly the consolidated financial statements have been prepared on the basis of merger accounting in accordance with Statement of Standard Accounting Practice ("SSAP") No. 2.127 "Accounting for Group Reconstructions". On this basis, the Company is treated as the holding company of the Group throughout the years presented rather than from the subsequent date of acquisition of its present subsidiaries on 22 October 2002. The consolidated financial statements of the Group for the years ended 31 March 2002 and 2003 include the results of the Company and its subsidiaries with effect from 1 April 2001 or since their respective dates of incorporation where this is a shorter period. The consolidated balance sheets as at 31 March 2002 and 2003 have been prepared on the basis as if the current structure of the Group had been in existence at those date. All significant intra-group transactions have been eliminated on consolidation. 3. EARNINGS PER SHARE The calculation of basic earnings per share is based on the net profit attributable to shareholders for the year ended 31 March 2003 of HK$24,684,000 (2002: HK$21,367,000) and the weighted average of 219,000,000 (2002: 204,000,000) ordinary shares in issue during the year. The weighted average number of shares used to calculate the basic earnings per share for the year ended 31 March 2002 included the pro forma issued share capital of the Company on the basis as if the Group restructuring had been completed, comprising an aggregated of 10,000,000 ordinary shares nil paid upon incorporation of the Company and issued on 3 July 2002 and 22 October 2002, 10,000,000 ordinary shares issued for the acquisition of Sun Ace Group Limited and the capitalisation issue of 184,000,000 ordinary shares. There were no potential dilutive shares in existence for the two years ended 31 March 2003 and, accordingly, no diluted earnings per share has been presented.