Yearly Results announcement form Name of listed company : ThinSoft (Holdings) Inc Stock code : 8096 Year end date : 31/12/2001 Auditors’ report : Qualified Modified X Neither Important Note : 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 Currency: HK$’000 (Audited) (Audited) Final Results Announcement Current Last Corresponding Period Period from 01/01/2001 from 01/01/2000 to 31/12/2001 to 31/12/2000 HK$’000 HK$’000 Turnover : 28,335 68,202 Profit/(Loss) from Operations : 5,575 4,597 Finance cost : (472) (1) Share of Profit/(Loss) of Associates : 0 0 Share of Profit/(Loss) of Jointly Controlled Entites : 0 0 Profit/(Loss) after Taxation & MI : 3,788 2,894 % Change Over the Last Period : 30.89 % EPS / (LPS) - Basic : 1.01 cents 0.77 cent - Diluted : 0.91 cent 0.70 cent Extraordinary (ETD) Gain/(Loss) : 0 0 Profit (Loss) after ETD Items : 3,788 2,894 Final Dividend per Share : NIL NIL (specify if with other options) : N/A N/A 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 : NIL B/C Dates for Other Distribution : N/A to N/A bdi. (bdi: both days inclusive) For and on behalf of ThinSoft (Holdings) Inc Signature : Name : Wong Kui Ming Title : Executive Director 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 CORPORATE INFORMATION The Company The Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law of the Cayman Islands on 28 September 2001. On incorporation, the Company had authorised share capital of HK$100,000 divided into 1,000,000 shares of HK$0.10 each, of which 1,000,000 shares were allotted and issued nil paid on 9 October 2001. Apart from the foregoing, no other transactions were carried out by the Company during the period from 28 September 2001 (date of incorpora- tion) to 31 December 2001. Accordingly, the Company did not have any profits and losses for the period. Comparative amounts have not been presented for the Company’s balance sheet because the Company was not in existence on 31 December 2000. Group reorganisation Pursuant to a group reorganisation (the “Group Reorganisation”) to rationalise the structure of the Group in preparation for the listing of its share on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 27 February 2002 (the “Listing”), the Company became the holding company of the companies now comprising the Group on 23 February 2002. This was accomplished by acquiring the entire issued share capital of ThinSoft Investment Inc (“ThinSoft BVI”), which is, at the date of this report, the intermediate holding company of other subsidiaries set out in note 29 to the financial statements, in consideration of and in exchange for the allotment and issue of a total of 1,000,000 shares of HK$0.05 each in the share capital of the Company, credited as fully paid, to the former shareholder of ThinSoft BVI. Further details of the Group Reorganisation are set out in the Company’s prospectus (the “Prospectus”) dated 19 February 2002. Corporate information Had the Group Reorganisation been completed on 1 January 2000 and had the Group been in existence since that date, the Group’s principal activities would have been involved in the development and distribution of thin computing solutions and related products during the period from 1 January 2000 to 31 December 2001. In the opinion of the directors, had the Group Reorganisation been completed on 1 January 2000 and had the Group been in existence since that date, the ultimate holding company of the Company as at 31 December 2001 would have been IPC Corporation Ltd (“IPC”), a company incorporated in Singapore and listed on the Singapore Exchange Securities Trading Limited. 2. TAX Hong Kong profits tax has not been provided as the Group did not generate any assessable profits in Hong Kong during the year. ThinSoft Pte Ltd, a company incorporated in Singapore, is subject to Singapore income tax. Singapore income tax has been provided at the rate of 24.5% (2000: 25.5%) on the estimated assessable profits arising in Singapore for the year ended 31 December 2001. ThinSoft (USA) Inc, a company incorporated in the State of Delaware in the United States of America and operating in the State of California in the United States of America, is subject to the United States federal income tax at progressive rates of between 15% to 39%, and California state corporate tax at a rate of 8% (2000: 7.5%) for the year ended 31 December 2001, on its estimated assessable profits arising on a world wide basis. There were no unprovided deferred tax in respect of the year (2000: Nil). 3. DIVIDENDS No dividend has been paid or declared by the Company or any of the companies comprising the Group since their respective dates of incorporation. 4. EARNINGS PER SHARE The pro forma basic earnings per share for the year is calculated based on the pro forma combined net profit from ordinary activities attributable to shareholders of the Company for the year of HK$3,788,189 (2000: HK$2,893,692) and 375,000,000 shares (2000: 375,000,000 shares) deemed to have been issued and issuable during the year on the assumption that the Group Reorganisation and the subsequent capitalisation issue of 372,000,000 shares of the Company had been effective on 1 January 2000. The calculation of the pro forma diluted earnings per share is based on the pro forma combined net profit from ordinary activities attributable to shareholders of the Company for the year of HK$3,788,189 (2000: HK$2,893,692) and 415,170,000 shares, being the 375,000,000 shares as used in the calculation of pro forma basic earnings per share, and the weighted average of 40,170,000 shares assumed to have been issued at no consideration on the deemed exercise of the pre-IPO share options as set out in note 24 to the financial statements.
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