Yearly Results announcement form Name of listed company : Vital BioTech Holdings Limited Stock code : 8193 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 (Audited) (Audited) Last Final Results Announcement Current Corresponding Period Period from 01/01/2001 from 01/01/2000 to 31/12/2001 to 31/12/2000 HK$'000 HK$'000 Turnover : 122,825 64,128 Profit/(Loss) from Operations : 42,009 17,133 Finance cost : -2,910 -1,836 Share of Profit/(Loss) of Associates : 0 0 Share of Profit/(Loss) of Jointly Controlled Entites : 0 0 Profit/(Loss) after Taxation & MI : 38,125 14,539 % Change Over the Last Period : 162.23 % EPS / (LPS) - Basic : HK3.97 cents HK1.51 cents - Diluted : N/A N/A Extraordinary (ETD) Gain/(Loss) : 0 0 Profit (Loss) after ETD Items : 38,125 14,539 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 : 15/04/2002 to 19/04/2002 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 Vital BioTech Holdings Limited Signature : Name : Au-Yeung Kwong Wah 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. Notes 1. Group Reorganisation The Company was incorporated in the Cayman Islands on 30th May, 2001 under the name of Vital*BioTech Holdings Limited as an exempted company with limited liability under the Companies Law Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. On 16th July, 2001, the Company changed its name to Vital BioTech Holdings Limited. Pursuant to a group reorganisation (the "Group Reorganisation") to rationalise the group structure in preparation for the listing of the Company's shares on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the Company became the holding company of the subsidiaries upon the completion of the Group Reorganisation on 26th January, 2002 (collectively the "Group"), details of which are set out in the prospectus issued by the Company dated 30th January, 2002. The shares of the Company were listed on the Stock Exchange on 7th February, 2002. 2. Basis of preparation Although the current group structure resulting from the Group Reorganisation, as referred to in note 1 above did not legally exist until 26th January, 2002, the directors consider that meaningful information is provided by treating the Group as a continuing entity. Accordingly, the proforma accounts have been prepared on the basis of merger accounting as if the Company had been the holding company of the companies comprising the Group throughout the two years ended 31st December, 2001, or from the respective dates of incorporation or acquisition, where this is a shorter period. The proforma consolidated accounts incorporate the effects of the Group Reorganisation completed on 26th January, 2002. This treatment is not in accordance with the Statement of Standard Accounting Practice 2.127 "Accounting for group reconstructions" issued by the Hong Kong Society of Accountants ("SSAP 27") because, although the Group Reorganization meets the definition of a group reconstruction under SSAP 27 SSAP 27 specifies that accounts should not incorporate a combination which occurs after the date of the most recent balance sheet included in the accounts. The proforma consolidated accounts have been prepared in accordance with accounting principles generally accepted in Hong Kong and comply with the accounting standards issued by the Hong Kong Society of Accountants (the "HKSA") except for the adoption of merger accounting which is not in compliance with SSAP 27 as described above. The proforma accounts have been prepared under the historical cost convention. 3. Revenues and turnover The Group is principally engaged in the trading and manufacturing of pharmaceutical products, the provision of consultancy services in connection with pharmaceutical business and licencing for granting a right to use the Group's technology. Turnover represents invoiced value of sales, net of returns, discounts allowed or sales taxes where applicable, consultancy fee income and licence fee income. Revenues recognised during the year are as follows: 2001 2000 HK$'000 HK$'000 Turnover Sales of goods 119,995 63,725 Consultancy fee income - 403 Licence fee income 2,830 - ---- ---- 122,825 64,128 ===== ===== Other revenues Interest income 46 28 Rental income from hire of plant and machinery 83 - ---- ---- Total revenues 129 28 ---- ----- 122,954 64,156 4. Proforma earnings per share ======== ======== Basic proforma earnings per share is calculated based on the proforma profit attributable to shareholders of HK$38,125,000 (2000 : HK$14,539,000) and 960,000,000 shares (2000 : 960,000,000 shares) in issue during the year,and on the assumption that the Group Reorganization and the capitalization issue of 941,818,180 shares of the Company had been effective on 1st January, 2000. Diluted proforma earnings per share is not presented as the Company has no dilutive potential ordinary shares as at 31st December, 2001 (2000 : HK$ Nil). 5. Dividend In order to reserve additional financial resources for future developments of the Group, the Board has resolved not to recommend the payment of final dividend for the year ended 31st December, 2001 (2000 : HK$ Nil). The Register of Members of the Company will be closed from 15th April, 2002 (Monday) to 19th April 2002 (Friday), both days inclusive,during which period no transfer of shares will be included.