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Yearly Results announcement form by lip42828


									Yearly Results announcement form
Name of listed company      : ThinSoft (Holdings) Inc
Stock code                  : 8096
Year end date               : 31/12/2001
Auditors’ report             : Qualified
                               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

Currency: HK$’000
                                                                     (Audited)                (Audited)
Final Results Announcement                                            Current                   Last
                                                                       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.

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).

No dividend has been paid or declared by the Company or any of the companies comprising the Group since
their respective dates of incorporation.

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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