Yearly Results announcement form Name of listed company : Eco-Tek Holdings Limited Stock code : 8169 Year end date : 31 October 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 (Audited) (Audited) Current Last Corresponding Period Period from 01/11/2000 from 01/11/1999 to 31/10/2001 to 31/10/2000 HK$'000 HK$'000 Turnover : 20,144 1,621 Profit/(Loss) from Operations : 9,769 92 Finance cost : 0 0 Share of Profit/(Loss) of Associates : N/A N/A Share of Profit/(Loss) of Jointly Controlled Entites : N/A N/A Profit/(Loss) after Taxation & MI : 8,221 92 % Change Over the Last Period : 8,835.87 % EPS / (LPS) - Basic : HK1.98 cents HK0.02 cents - Diluted : HK1.62 cents HK0.02 cents Extraordinary (ETD) Gain/(Loss) : 0 0 Profit (Loss) after ETD Items : 8,221 92 Final Dividend per Share : 0 0 (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: N/A B/C Dates for Other Distribution : N/A to N/A bdi. (bdi: both days inclusive) For and on behalf of Eco-Tek Holdings Limited Signature : Name : Tsui Siu Chuen Title : Company Secretary 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 BASIS OF PRESENTATION The Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law of the Cayman Islands on 6 December 2000. On incorporation, the Company had authorised share capital of HK$100,000 divided into 1,000,000 shares of HK$0.1 each, of which 1 share and 1,599 shares were alloted and issued nil paid on 6 December 2000 and 16 January 2001, respectively. Apart from the foregoing, no other transactions were carried out by the Company during the period from 6 December 2000 (date of incorporation) to 31 October 2001. Accordingly, the Company did not have any profits and losses for the period. Pursuant to a group reorganisation (the "Group Reorganisation") to rationalise the structure of the Group in preparation for the listing of its shares on The Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 5 December 2001, the Company became the holding company of the companies now comprising the Group on 21 November 2001. Further details of the Group Reorganisation are set out in the Company's prospectus (the "Prospectus") dated 27 November 2001. The Group Reorganisation involved companies under common control. Because the Group Reorganisation took place on 21 November 2001, according to the Statement of Standard Accounting Practice ("SSAP") No. 2.127 "Accounting for Group Reconstructions", the Company together with its subsidiaries should only be regarded and accounted for as a continuing group in the preparation of the Group's financial statements commencing the year ending 31 October 2002. Nevertheless, for the benefit of shareholders, pro forma combined financial statements for the current year and the related notes thereto have been presented in these financial statements on the basis that the Company is treated as the holding company of its subsidiaries for the financial years presented rather than from the subsequent date of acquisition of the subsidiaries on 21 November 2001. The pro forma combined results of the Group for the years ended 31 October 2000 and 2001 include the results of the Company and its subsidiaries with effect from 27 October 1999 or since their respective dates of incorporation, where this is a shorter period. As disclosed in the Prospectus dated 27 November 2001, since the Group did not generate any income or incur any costs during the period from 27 October 1999 to 31 October 1999, both days inclusive, no results were recorded accordingly for the said period. All significant transactions and balances among the companies comprising the Group have been eliminated on combination. Although the Group Reorganisation had not been completed and accordingly, the Group did not legally exist until 21 November 2001, in the opinion of the directors, the presentation of such pro forma combined financial statements prepared on the aforesaid basis is necessary to apprise the Companyˇ¦s shareholders of the Group's results and its state of affairs as a whole. 2. EARNINGS PER SHARE The pro forma earnings per share of the year is calculated based on the pro forma combined net profit attributable to shareholders for the year of HK$8,221,000 (2000: HK$92,000) and on 414,600,000 shares (2000: 414,600,000 shares) deemed to have been issued and issuable during the year on the assumption that the Group Reorganisation and the subsequent capitalisation issue of 414,000,000 shares of the Company had been effective on 27 October 1999, the pro forma formation date of the Group. The calculation of the pro forma diluted earnings per share for the years ended 31 October 2000 and 31 October 2001 are based on the net profit attributable to shareholders for the respective year and on 508,657,294 shares, being the 414,600,000 shares as used in the calculation of pro forma basic earnings per share, and the weighted average of 94,057,294 shares assumed to have been issued at no consideration on the deemed exercise of the pre-IPO share options and the option granted to Advance New Technology Limited. The fair value of the shares assumed to have been issued upon the deemed exercise of these options was determined as the issue price of HK$0.238 per share in respect of the Company's placement of its shares. The difference between the number of shares issued and the number of shares that would have been issued at fair value is treated as an issue of ordinary shares for no consideration.