ZO Future Group — Interim / Quarterly Report 2003

Dec 17, 2002

Listed Company Information

GRANDTOP INT'L<02309> - Results Announcement Grandtop International Holdings Limited announced on 17/12/2002: (stock code: 02309 ) Year end date: 31/03/2003 Currency: HKD Auditors' Report: N/A Review of Interim Report by: Audit Committee (Unaudited ) (Unaudited ) Last Current Corresponding Period Period from 01/04/2002 from 01/04/2001 to 30/09/2002 to 30/09/2001 Note ('000 ) ('000 ) Turnover : 17,393 13,597 Profit/(Loss) from Operations : 13,630 10,407 Finance cost : (8) (1) 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 : 13,482 10,370 % Change over Last Period : +30 % EPS/(LPS)-Basic (in dollars) : 0.066 0.051 -Diluted (in dollars) : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : 13,482 10,370 Interim Dividend : 1.5 cents N/A per Share (Specify if with other : N/A N/A options) B/C Dates for Interim Dividend : 10/02/2003 to 14/02/2003bdi. Payable Date : 21/02/2003 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. Basis of Preparation The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 21 June 2002 under the Companies Law, (Cap. 22 (Law 3 of 1961, as consolidated and revised)) of the Cayman Islands. Pursuant to a corporate reorganisation (the "Group Reorganisation") to rationalise the structure of the Company and its subsidiaries 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"), the Company became the holding company of the Group on 22 October 2002. Details of the Group Reorganisation are set out in the prospectus of the Company dated 30 October 2002 (the "Prospectus"). The Group Reorganisation involved companies under common control. As the Group Reorganisation took place on 22 October 2002, according to the Statement of Standard Accounting Practice ("SSAP") 27 "Accounting for group reorganisation" issued by the Hong Kong Society of Accountants ("HKSA"), the Company together with its subsidiaries should only be regarded and accounting for as a continuing group in the preparation of the Group's financial statements commencing from the period ending after 22 October 2002. Nevertheless, for the benefit of shareholders, unaudited pro forma combined interim financial statements for the current period and the related notes thereto have been presented on the basis that the Company is treated as the holding company of its subsidiaries for the financial periods presented rather than from the subsequent date of its acquisition of the subsidiaries on 22 October 2002. The pro forma combined results of the Group for the six months ended 30th September 2001 and 2002 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 condensed pro forma combined balance sheets as at 31 March 2002 and 30 September 2002 have been prepared on the basis that the current group structure was in place at those dates. All significant intra-group transactions and balances have been eliminated on combination. Although the Group Reorganisation had not been completed and, accordingly, the Group did not legally exist until 22 October 2002, in the opinion of the Directors of the Company, the presentation of such interim financial statements prepared on the above basis is necessary to apprise the Company's shareholders of the Group's results and its state of affairs as a whole. The shares of the Company have been listed on the Main Board of the Stock Exchange with effect from 12 November 2002. The same accounting policies adopted in the accountants' report as disclosed in the Prospectus have been applied to the interim financial statements, except that the Group has adopted the following recently issued and revised SSAPs which became effective for accounting periods commencing on or after 1 January 2002: SSAP 1 (revised): "Presentation of financial statements" SSAP 11 (revised): "Foreign currency translation" SSAP 15 (revised): "Cash flow statements" SSAP 34: "Employee benefits" The adoption of these recently issued and revised SSAPs has had no material effect on the interim financial statements, except for SSAP 1 (revised) and SSAP 15 (revised) with their major impact summarised as follows:- SSAP 1(Revised) prescribes the basis for the presentation of financial statements and sets out guidelines for their structure and minimum requirements for the content thereof. The main revision to this SSAP is to change the requirements from presenting a statement of recognised gains and losses to a statement of changes in equity. The condensed pro forma combined statement of changes in equity for the current interim period and the comparative figures have been presented in accordance with the revised SSAP. SSAP 15 (Revised) prescribes the provision of information about the historical changes in cash and cash equivalents. The condensed pro forma combined cash flow statement historical changes in cash and cash equivalents. The condensed pro forma combined cash flow statement for the current interim period and the comparative figures are presented in accordance with the revised SSAP. 2. Earnings per share The calculation of earnings per share for each of the periods is based on the net profit from ordinary activities attributable to shareholders for each of the periods and on the assumption that 204,000,000 shares were in issue, comprising 20,000,000 shares in issue as at the date of the Prospectus and 184,000,000 shares to be issued pursuant to the capitalisation issue, as disclosed more fully in Appendix 6 "Statutory and General Information" of the Prospectus. There were no dilutive potential ordinary shares during the periods and, therefore, no diluted earnings per share have been presented.