ZO Future Group — Interim / Quarterly Report 2004

Dec 29, 2003

Listed Company Information

GRANDTOP INT'L<02309> - Results Announcement Grandtop International Holdings Limited announced on 29/12/2003: (stock code: 02309 ) Year end date: 31/03/2004 Currency: HKD Auditors' Report: N/A Interim report reviewed by: Audit Committee (Unaudited ) (Unaudited ) Last Current Corresponding Period Period from 01/04/2003 from 01/04/2002 to 30/09/2003 to 30/09/2002 Note ('000 ) ('000 ) Turnover : 16,643 17,393 Profit/(Loss) from Operations : 11,248 13,630 Finance cost : (95) (8) 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 : 11,130 13,482 % Change over Last Period : -17 % EPS/(LPS)-Basic (in dollars) : 0.046 0.066 -Diluted (in dollars) : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : 11,130 13,482 Interim Dividend : NIL 1.5 Cents per Share (Specify if with other : N/A N/A options) B/C Dates for Interim Dividend : N/A Payable Date : N/A B/C Dates for Extraordinary General Meeting : 15/03/2004 to 19/03/2004bdi. Other Distribution for : Bonus issue of bonus shares: one Current Period bonus share for every three existing share held B/C Dates for Other Distribution : 15/03/2004 to 19/03/2004bdi. Remarks: 1. BASIS OF PREPARATION The Company was incorporated in Cayman Islands as an exempted company with limited liability on 21st June 2002 under the Companies Law, (Cap. 22 (Law 3 of 1961, as consolidated and revised)) of the Cayman Islands. Pursuant to a group 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 22nd October 2002. Details of the Group Reorganisation are set out in the prospectus of the Company date 30th October 2002. Accordingly, the comparative figures for the preceding financial period have been prepared on the basis of merger accounting in accordance with Statement of Standard Accounting Practice ("SSAP") No. 27 "Accounting for group reconstructions" issued by the Hong Kong Society of Accountants ("HKSA"). On this basis, the Company has been treated as the holding company of its subsidiaries through the Group Reorganisation for the six months ended 30th September 2002 rather than from the date of their acquisitions. Accordingly, the condensed consolidated results and cash flows of the Group for the six months ended 30th September 2002 include the results and cash flows of the Company and subsidiaries with effect from 1st April 2002, or since their respective dates of incorporation, where this is a shorter period, as if the existing Group structure had been in existence throughout the six months ended 30th September 2002. The unaudited condensed consolidated financial statements have been prepared in accordance with SSAP No. 25 (revised) "Interim Financial Reporting" issued by the HKSA and with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on the Stock Exchange. 2. PRINCIPAL ACCOUNTING POLICIES The accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those used in the annual financial statements for the year ended 31st March 2003 except that the Group has adopted the revised SSAP 12 "Income Taxes" issued by the HKSA which is effective for the accounting periods commencing on or after 1st January 2003. The changes to the Group's accounting policy and the effect of adopting the new policy is as follows: Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Taxation rates enacted or substantially enacted by the balance sheet date are used to determine deferred taxation. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred taxation is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with equity. In prior years, deferred taxation was accounted for at the current taxation rate in respect of temporary differences between profit as computed for taxation purposes and profit as stated in the financial statements to the extent that a liability or an assets was expected to be payable or recoverable in the foreseeable future. The adoption of the revised SSAP 12 represents a change in accounting policy and should be applied retrospectively. However, since the effect on prior periods was not material, no prior period adjustment has been made. 3. EARNINGS PER SHARES The calculation of basic earnings per share is based on the net profit attributable to shareholders for the period ended 30th September 2003 of HK$11,130,000 (2002: HK$13,482,000) and the weighted average of 240,000,000 (2002: 204,000,000) ordinary shares in issue during the period. The weighted average number of shares used to calculate the basic earnings per share for the period ended 30th September 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 issued on 3rd July 2002 and 22nd October 2002, 10,000,000 ordinary shares issued for the acquisition of Sun Ace Group Limited and the capitalization issue of 184,000,000 ordinary shares. There were no potential dilutive shares in existence for the two periods ended 30th September 2002 and 2003, accordingly, no diluted earnings per share has been presented.